Warring Dusk
by AlphaTheGriffin17
Summary: A happy day soon descends into a war between two peoples. Canterlot is under siege, the princesses are captured and Dusk must take up arms or watch his home fall. Book 5
1. Clouds of War

**Clouds of War**

Shadows flickered and danced on the cavern walls from the torches that lit the passage, lengthening the ones of those that walked down it. Sound echoed all around, bouncing off the walls making it seem like a whole army was marching down the corridor, not just the compliment of four. Darkness resided through the bars of prison cells, their guards stood rigidly at attention when they passed.

To anypony else, such a place would be grim. Even by a prison's standards, this would be even more so. Surely nopony of any decent taste or standard would ever even think to reside here. But that would be in the taste of any_pony. _To Ambassador Parlix of the Changeling Hive and of Queen Chrysalis's Swarm, it was his home and that of all who resided in the hive. One that he was thankful for.

Well, not the prison anyway. Even he had to admit, this place was very grim. Then again, it wasn't meant to be designed for comfort.

Now and again, his eyes would catch something in the darkened cells. A flicker of movement in the light, one that could just as easily been one of the shadows. A face, peering between the bars, either begging with their imploring gaze to be released or glaring after them in silent anger. Those who couldn't live in harmony with them, who hurt others, this was their home now. Until such a time they be released.

He felt some pity rise up inside him for them. He wondered how many of them really deserved to be in here, how long they had to stay. Knowing they would never see the light of day again… what a horrible fate. Of course, considering the one who brought that sun to begin with, he suspected they might be a little grateful for that, if nothing else.

It seemed that his reaction wasn't lost on one of his fellows. "Feeling sentimental, ambassador?"

He glanced back at one who might be considered his equal in the hive caste. Commander Sting was watching him with his usual, hard stare, as if challenging him to dispute him. The scar that ran down his left eye seemed to emphasize this. Despite the many times he'd seen it, Parlix still flinched a little when he saw it.

Still, he'd never let Sting intimidate him. Today would be no exception.

"Merely showing a little concern, commander," he replied evenly. "A concept that may not be entirely familiar to you, I know."

He snorted. "Why would you show concern? These lowlife all deserve to be here and you know it."

"That doesn't mean that this is any less of an undesired fate," he countered.

"It's only a temporary fate though." He looked around the cells. "Soon, some of these will leave them and never have to return again."

"Yes. I know…" That was the worst part too. Waiting for their inevitable fate. Most of them were third offenders and every Changeling in their hive knew what that meant.

They might see the sun again, but it would be the last time they saw anything too.

Sting turned his eyes back to him. "I remind you again that your presence isn't required here. Though we all appreciate your skills on the political field, prisoners are a military concern."

"But foreigners are of diplomatic concern and her highness has expressed interest in seeing them," he replied. "If we know what we're planning, there might be a chance."

"A chance for what?" growled Sting. "For them to scurry back home so they can sound the warning bell? We should take the chance to stop them while we still have it."

"You mean execute them?"

"Don't tell me you value the lives of their kind over our own people."

"No, I simply value life," he countered. "Again, another vast concept for you, I'm sure."

Sting growled low in his throat. "You speak philosophies knowing the state the Swarm is in? While all of us are starving, dying, you concern yourself with the welfare of those who have stood by and done nothing?"

He flinched a little at that. "I am simply keeping myself in touch with the Spirit of Mind, though I'm sure the Spirit of Strength would be pleased at your efforts."

"To Tartarus with the Spirits!" snapped Sting. "Even our Queen knows what we must do and unlike you, she doesn't waste time in second guessing herself."

"While I do respect the choices of our Queen and advise how I can, I do question strongly her choice of actions here."

"You would dare to think our Queen misguided?" challenged Sting.

"Monarch Swift of the Badlands Colony seems to think so, considering the threat he's issued if she goes through with this," he reminded. "Tell me Sting, what will you do if we end up fighting our own kind rather than our supposed foes?"

"I shall teach them to regret challenging us, show them what I will do to protect our hive, as I will show the ponies." He said the last word like it tasted foul on his tongue."

Parlix raised an eye ridge. "I wonder, commander, is this a real concern that you have for our people or are you merely using this as a veil to mask your own desires."

"Desires that are felt by all who share them, that all of us share," he hissed.

"Not all of us," murmured Parlix, earning a snort from Sting. "We know that there is another way and we can use these prisoners to try and find it. They're not that bad."

"Then why have they not helped us? Why has their precious princess not stepped in and come to our aid?" argued Sting. "This is our chance to act, put them in their place. If they see us as monsters, why deny them that?"

Parlix stared at him for a long while. He could have sworn he'd seen his scar burn with the same intensity his eyes were.

"Yes. I can see that you won't be denying them that," he remarked, just as they arrived at the cell they wanted.

The guard there nodded to them and opened the door. Their two escorts entered first, spears at the ready, followed by Sting and lastly Parlix. The three prisoners, all ponies, were already on their hooves, watching the guards warily.

"Queen Chrysalis has deigned to seek an audience with you," Parlix told them. "You may come before her and address your concerns and she will listen."

"And we'll be watching you the whole time," added Sting. "You'd better not try anything, because if I catch even the slightest hint of treachery, my guards will end your lives in a second. I may even do it myself. Are we clear?"

"Perfectly," answered the smallest one, the other two remaining silent. "We shall follow your lead."

"Good." Sting's lip curled, gesturing for them to move. "No talking either. Move it."

The guard behind them gave them a poke with his spear and they started moving back through the passage way. Now the glares they got from other prisoners were quite different, no more imploring gazes. The tension was growing so thick, one could have cut it with a knife.

Parlix took the time to look them over. The one who had spoken seemed the most reasonable, a small unicorn with red fur and a neatly kept mane. He watched his eyes, flickering and darting around the passage, taking it all in with a learned eye. On the occasion his eyes did meet his, he thought he could see something sparking in their depths before he looked away. Whatever it was, it gave him a shiver.

The larger one was visibly tense, a grey-furred Pegasus, one whom Sting was watching very closely. Considering how he had tried to attack him when they were first captured, that was understandable. Their aggression levels seemed to be closely matched, as did a festering dislike and he considered briefly who might emerge if they came to blows.

The third however was most curious for he knew so little about him. He hadn't said anything since they arrived, hadn't removed the hood or robe he wore and seemed to hold some kind of unspoken authority over the other two by just his presence. Even now, he remained silent, his hooves making the only sound, accompanied by the faint flicker of his cloak.

Just as Parlix watched him, his hood shifted in his direction. All that could be seen was darkness in its depths, but even then he felt uneasy. His eyes, if there even were eyes under there, were watching him with the intensity that a predator would use to observe its prey. Suddenly, he found himself dreading what kind of features lay in those dark depths.

Parlix managed to tear his gaze away, but he could still feel a prickling on the back of his neck, like he was still being watched by that pony. He knew he was being foolish, but he moved a little closer to the guard escort and kept his mind fixed on their destination.

They continued on, their path now being lit by both torches and sun shafts, shining off the crystals and gems that lined the walls and giving light to the whole tunnel. A few other Changelings watched them from their single-roomed cells, their eyes never leaving the ponies they escorted, some edging a little closer until the guards pushed them away.

Looking at them, Parlix noted two things: if they were not here, their prisoners would most likely be at their mercy and the hooded one seemed to steer away from the sun shafts when he could and bow his head when he couldn't.

They began to draw closer, Parlix knowing the route like the back of his hoof. The tunnels began to grow higher to the ceiling and the next turn brought them to the throne room, lit by two large sun shafts that reflected off two larger gems emerging from the ground, illuminating the vast court and the throne where their queen resided.

Dozens of soldiers lined the perimeter, all dressed in their blue armour and all poised to act whenever they were required, as were also a few nobles who watched them equally as closely. Still Parlix kept his eyes on Queen Chrysalis, gazing imperiously from her throne, flanked by her guard. They bowed when they reached her, the escorts forcing the prisoners to their knees.

"Rise," she commanded. "State your purpose."

"Your highness, the prisoners as you requested," announced Parlix.

"Thank you ambassador, commander," she replied graciously. "Give our guests a little room. I wish to speak with them."

Parlix exchanged a look with Sting, who nodded for his guards to make a little space. It wasn't like they were going to try anything here though.

"Good." She turned a studying gaze to them. "I understand that you requested an audience with me. Who here speaks for you?"

"I-I do, your highness," declared the smaller one. "M-my name is Doctor Test Tube, m-my colleague is Hard Edge. W-we have ventured h-here to-"

"What about him?" she asked of the hooded one. "Does he not have a name or is he just a figment of my imagination?"

Tube glanced at him. "He… prefers not to be named, highness b-but I speak for him."

She watched him for a while longer, deliberating. "Very well then. Speak."

"Thank you, gracious one." He cleared his throat. "I-in our travels, we have learned of the um intent that you have towards Canterlot and… a little more besides. We know you intend to i-invade the lands ruled b-by Celestia and Luna."

"And what of it? Do you seek to broker a peace?" She chuckled derisively. "Celestia would send you three to attempt negotiation? Or are you spies? Poor ones, admittedly, but why should I not have you put to death for trespass?"

"W-we come of our own accord, merciful highness and w-we are not spies," he assured. "We seek to aid you in your um efforts."

This brought about some disbelieving murmurs from the nobles and surprise from both Parlix and Sting. Chrysalis laughed once more.

"You want to help us? Why should I believe that?"

"Simply put, we have no l-love for our former home. Indeed, they would seek to imprison us a-and capture us," he explained.

She looked to Parlix and Sting. "Can either of you validate this?"

"I can confirm this, your highness," spoke up Sting. "A message from Canterlot was issued to several other hives and colonies, telling us to be on the look-out for a party of two, possibly three, that answer to their description. They said they should be arrested on sight."

Parlix looked over at him. "I wasn't informed of this, commander."

"It wasn't your concern, ambassador," he replied.

He would have responded, but Chrysalis spoke again. "I see. And what is it that you would offer to bring to the table?"

"F-first hoof knowledge, for one. Edge here was a f-former member of the Canterlot Guard. I-if our knowledge is accurate, that would b-be of g-great aid concerning one p-part of the invasion."

"Yeah," grunted Edge. "You need to know 'bout the guards and how to take 'em down, I'm your stallion."

His voice grew more reverent as he continued. "I myself can offer special advancements in science, weapons like no other you have seen and that I would see tested in the coming battles. They would perform admirably, I'm sure."

"I see." She leaned forward, intrigued. "And if I were to accept your offer, what is it that you would want in return?"

He started to falter again. "W-well, highness, simply um… we only desire, that is we want… this may seem to be quite forward to request this but…"

Parlix started to wonder how long he'd continue to delay the issue. Chrysalis waited with a growing impatience and the nobles started muttering again. He was going to try and get a word in, to try and convince them otherwise and open negotiation.

Then, the hooded one spoke at last.

"Cease thine prattling Tube, lest we be here for the day's remainder." Immediately, Tube was silent and scurried away to allow him to pass.

It was a rasping, cold voice he spoke with, that seemed to cut through the air like a blade, despite his strange dialect. There was no fear in his stride, no hesitation, but there was purpose. All eyes were on him when he approached.

"So, the mute speaks," she remarked. "Would you be so kind as to speak your name too?"

"Mine identity is not thy concern, only mine intention," he said dismissively. "When Canterlot is taken, I must be allowed entrance to the ancient vault there, so that I might retrieve my armour and weapon that reside there."

"Mind your tone in the presence of the queen," growled Sting.

He ignored him and carried on. "The only other thing we desire is something that thou hast in thy possession."

"And what might that be?" Chrysalis asked, her tone betraying nothing.

"Thine daughter, Princess Samore."

Loud gasps and hisses filled the throne room at this bold declaration, several of the guards moving further forward, their weapons readied. Parlix was shocked, Chrysalis was surprised, but Sting was beside himself.

"What outrage is this?!" Sting roared, marching towards him. "I will teach you to be so foolish, pony!"

The hooded one turned and Sting froze. "Consider thy next move carefully, Commander Sting. It may well be thou last."

"Is that a threat?" he hissed.

"Threats are for those whose only weapons are words. That was a promise," he vowed.

Sting glared at him, but he seemed hesitant to act. The commander wasn't one to think twice, certainly not where a battle was concerned. Whatever Parlix had felt when he'd seen the pony for the first time, Sting must have felt it too.

"Peace, commander." Chryaslis kept her tone even when she spoke again. "And what if I should refuse your terms?"

"If so, then I shall not hesitate to take her by other means," he answered with absolute conviction.

"How bold," she chuckled. "My soldiers are many and my army is vast. Do you really think you could fight them all?"

"No. I am certain I could defeat them all."

"That's it!" Sting charged at the pony, raising the blade attached to the leg on his armour, meaning to cut his throat open.

Parlix wasn't sure what happened next, but the pony not only dodged the attack, but twisted the commander's arm and forced him in a lock, a blood-red magical aura appearing around his throat. They were surrounded by spears, but while the other two leaped back, he remained completely still.

"That was a foolish mistake. Make any other move and thou shalt be the first. Thy soldiers will soon follow."

His tone was unmistakable. That wasn't a taunt or a threat. It was a statement of fact and Parlix was inclined to believe him.

Time seemed to stand still. All eyes moved between Chrysalis and the pony. Surely, thought Parlix, Chrysalis wouldn't even consider giving away her own daughter so that these three would do as they pleased with her, especially after all that had transpired.

When he looked to his queen however, he saw that she was smiling. There was a hint of admiration in her face, her laughter echoing around the room again.

She rose from her throne and approached him slowly. "You have spirit, pony. I admire that, very much indeed. I assumed that you were all spineless cowards."

His stance didn't change. "You agree to mine terms then?"

"But of course. However, I shall need my commander alive if I am to successfully dorect my forces," she said casually.

"Naturally." He released Sting at once. "I would advise thee to sharpen thy blade. From what I could see, it is quite dull."

Sting shook with rage. "Highness, you cannot be considering to ally with them!"

"I find myself agreeing with Commander Sting, Highness," ventured Parlix. "Perhaps if we all remain calm and approach this with cooler heads…"

"If you wished to work with cooler heads, ambassador, you shouldn't have joined the Swarm," replied Chrysalis.

"But Highness…"

"Contrary to what you may think, ambassador, my mind is set on this invasion for the good of our people as well you know and I will not be dissuaded otherwise," she said firmly.

"I refuse to align myself with the likes of them!" declared Sting.

"My dear commander, you must see the bigger picture," she said calmly. "What we do will be for the good of all Changelings everywhere. Surely you have heard the expression of the enemy of our enemy?"

"That doesn't make them my friend," he growled.

"I assure you commander, your drive is one that burns in all of our soldiers, in all of our kind," she went on. "You wish to make our enemies pay, do you not?"

"More than anything."

"What better way to strike at the heart of the ponies than to let them know that it was three of their own kind that betrayed them?"

Sting appeared to consider, never taking his eyes off the hooded pony. Finally, he nodded slowly.

"By your will, my queen," he said, backing away.

"Excellent." She looked to the guards. "Come, put away your weapons. You're making our guests uneasy."

They appeared to hesitate, but returned to their original positions, watching warily while Chrysalis approached the hooded one. He dipped his hood to her and she smiled down at him.

"Thou hast made a wise decision, thy royal highness," he said.

"I'm certain I have," she replied confidently. "Now, let us begin our discussion. There is much to talk about and I look forward to working with you."

As Chrysalis and the three ponies walked off towards her private conference room and select members of the court followed, Parlix caught the last sentence from the hooded one, quiet and menacing.

"Thou shouldn't be."

* * *

So it begins. For the basis of what I'm using, feel free to read Changelings- A Comprehensive Guide to Changeling Society by Thyrison. Thanks to him for giving me permission to use it.


	2. An Invitation

**An Invitation**

_Three months later…_

The sun shone its magnificent rays down upon the ponies below, on a glorious midday. A gentle wind caressed the leaves in the trees, like a lovers touch, gently rustling in response to its touch. The birds sung joyfully in their branches, as if providing backing for the scene. Flowers bloomed in the meadow, butterflies fluttering like the petals of said flowers had taken life and flown away. Only peace and tranquillity could be sought on this day.

So it might be seen as out of place in this vibrant meadow for what was about to happen between two ponies that faced off against each other.

Dusk stood on the opposite end of the field. His mind was reaching a state of alert, already running through various scenarios and actions for the upcoming duel. His horn glowed under his hat while he gathered his magic to him, light and shadow awaiting to be called upon when needed. Though he was well aware of his aversion to violence, he recognised when it was needed and it was certainly needed here.

His opponent was also readying himself, stretching out and limbering himself up. Considering who it was, it would be one of Dusk's greatest challenges to stand against him. Unpredictable, fast and powerful. This had been coming for quite a while and now it was finally time to end the waiting or the consequences would be most dire. The worst he could imagine. Simple, yet terrifying.

Ray would never let him hear the end of it.

"So, how are we doing this?" he asked, stretching his legs out. "Are there any rules we should lay down before we start?"

"Just give me a challenge." He lowered his head in preparation. "Though I take no joy in it, fight well."

"Right, right… and how do we decide who wins? Does somepony sound a bell? Call time-out? Some guy with a deep voice says 'KO?'"

"Just when one of us wants to submit to the other," he told him. "Whenever you're ready..."

"Alright...sounds simple enough..." He rose up, cracked his neck and stood in a fighting stance "...right. Ready."

Deciding to act quickly as well as test his opponent, Dusk fired off some colour pellets in his direction. Just so he wouldn't expend too much energy so early.

Either anticipating this or having fast reflexes, Ray sidestepped them quickly. They flew past him and faded into thin air not long after.

"Uh...is that it?"

Dusk's answer was to try a close range attack. Determined not to try and hurt him too badly, he charged and created an orange aura around his hooves. Ray's eyes were locked on him for his entire approach, his body tensed. He could have guessed what was coming next.

Just before Dusk landed his punch, Ray teleported out of the way in a yellow flash. The following sound told Dusk he'd reappeared behind him.

"Come on dude, step it up!" he called out.

Dusk silently agreed. Perhaps it was. He needed to keep Ray on his hooves and the time for testing was over. Calling on his power, he let off a more rapid round of pellets. The unicorn reacted accordingly, teleporting in rapid succession to dodge them all. He could see the cocky smile start to grow on his face.

"That all of the tricks you've got?" he yelled, teleporting mid-roll and finishing it when he reappeared.

Dusk took a chance and shot off a full spread of pellets so they covered the whole area Ray was using.

"Whoa!" He stepped back and fell over, narrowly avoiding the attack when he hit the ground. "Heh...gotta be more careful..."

Now he had him caught off-guard, he charged at him again. He looked up just as his glowing fist was coming down and ducked beneath it. He teleported away before he could follow up, reappearing at a safe distance and eyeing Dusk warily.

"Phew...close one...gotta watch him..." he heard him mutter.

You should keep your thoughts to yourself, he thought. Now he knew just how Ray saw him as an opponent.

Dusk expected now Ray knew he wasn't to be taken lightly and that he may soon start doing more than just keeping out of the way. It looked like he was watching how he attacked too as Dusk was. Perhaps it was time for him to step up again.

"Darkness, conceal me..." Keeping his power in check, he let the shadows cast by the trees and bushes around them to grow and hid himself in them.

Ray muttered something about this being spooky and cast his eyes in the dark, searching for Dusk. His hooves padding silently on the grass, Dusk crept around to the back of Ray, making sure he got as close as he could before he needed to stop the spell.

The stallion turned his back to him and Dusk closed the distance between them, latching onto his back and light returning when he did. Ray gave a yelp of surprise and tried to whip around, but Dusk's weight held him down.

"Can't teleport away now, not without taking me with you," he muttered, intending to try and dehoof him.

If he could just get him on the ground…

"Heh...yeah, that's the weakness of teleporting..." He could hear the smirk in his voice. "Or is it?"

Too late, Dusk knew something was coming. As he said this, he teleported out from under Dusk, leaving Dusk to fall to the ground. Then he reappeared above Dusk and drop-kicked him painfully in the back before teleporting a fair distance away.

He felt his eyes start to water a little and cast a spell that dulled the pain, getting back to his hooves while Ray waited.

"Never assume things about an opponent, Dusk," he called out. "Especially when you're facing somepony new. You never know if the usual rules will still apply."

He shook his head and looked over. "Not bad, especially when you seem tentative to meet me in battle."

"Just needed to get the adrenaline going is all," he grinned. "Like you and your colours, I have my own perks with my teleportation."

"Like what?" he asked, turning his hooves pink.

"It's difficult to explain...but even so, I wouldn't want to give away all of my secrets, now would I?" he countered, his horn starting to glow again.

"I suppose not," he agreed. He tensed himself for his next attack.

A thought seemed to occur to him. "Hmm...hey Dusk, tell me real quickly...I know I didn't ask before I kicked you, but it's fine for us to hit each other, right?"

"We might as well," he said after thinking. "Not much point in sparring if we don't."

"That's all I needed to hear..." He smirked. "Sorry, this is probably going to hurt."

He teleported and Dusk bounced into the air, but not in the way Ray would have expected. He appeared just above him as he climbed and swung at him with his hoof. With a yelp of surprise, it went straight through the colour duplicate he'd sent up instead and he fell to the ground.

This time, Dusk jumped into the air and intercepted his fall with a kick, sending him shooting to the ground. However, Ray vanished and he felt a sharp pain when he teleported behind him and used the momentum from the fall to kick him in the back of the head. Yelling, Dusk bounced off the ground when he hit it while Ray smacked into it.

That didn't stop the other stallion. He was soon on his hooves and charging just as Dusk recovered. Quickly, he blocked him with a shield, pushed him back and ran towards him. Ray teleported and struck Dusk in the side, knocking him off balance, another one making him fall to the ground. The stallion grinned and performed a downward strike.

Dusk rolled out of the way just in time, striking him with a colour tendril he left in his place. Ray reeled, Dusk's hooves turning blue while he struck him on the base of the neck, the back of his leg and the small of his back. Ray staggered from the impact, but still managed to teleport away just as Dusk threw an orange punch.

A pressure on the hoof was felt when Ray grabbed it in mid-air and heaved him up. He teleported beneath Dusk and struck his stomach, punching him higher, then again. Despite the constant punching, Dusk knew what was coming and landed on a white colour cloud when Ray appeared to kick him back to the ground.

Wincing from the throbbing in his chest, Dusk watched Ray fall to the ground. This was going on long enough and it was time to end this. He'd only just started practicing this next move with Luna, but he seemed like the best way to finish it.

"Right... my turn."

Concentrating with all of his might, he started to feel a loss of cohesion and solidity in his body. Soon he could feel no restrictions, either by his limbs or by the world around him. Like Luna could do, he soared off as a cloud of formless blue smoke. He intended to split himself off, come at Ray from different directions to finish this.

But he did it too fast. He could feel the drain on his energy. His magic was the only thing keeping himself together and if he ran out… Gasping in shock, he reformed his body and plummeted back to the ground. He lost his focus, didn't have the energy to perform a spell to stop…

He crashed into Ray's fist and landed hard on the ground. Gulping down air, he managed to find the strength to hold up a hoof towards him to stop him. It was clear who had won here. Barely having the energy to stand, he was grateful when Ray moved to help him up.

However, that didn't stop him from basking in his glory for a bit.

"So, nothing left in you?"

"No…"

"Spent all your energy on that last spell?" He shook his head and tutted. "Not the wisest move."

"I… can see that…"

"Guess that means I win then."

"Evidently…"

"In that I managed to beat in a sparring match. Me, Ray Strike."

"How about that? Me, a common unicorn defeating the student of a princess in battle. Despite all of his doubts and convictions, he overcame them and achieved a great victory, one that would be remembered for generations to come."

"Nice modesty…"

"That's your thing, not mine."

He laughed a little and moved to Dusk's side.

"Now, normally," he said, heaving him up, "I would be taking every possible meaning of the phrase 'gracious in victory' and trampling all over it with my own little victory dance and a marching band to boot."

"I… thought as much…" spluttered Dusk.

"But seeing as it's you, I'm willing to call this one a draw." He smirked notably. "This time."

"How… gracious of you…" returned Dusk.

"Come on, let's get you to the picnic. A little bit of food will help put a spring back in your step. Among other things," he added with a wink.

"Right…" Dusk managed a smile. "I'm sure Fluttershy… will be very grateful that you helped me."

Ray suddenly flushed and mumbled incoherently. However, Dusk still managed to catch his next question very clearly.

"Do you think?"

He chuckled weakly. "Come on then."

With Ray supporting him, they moved away from the meadow behind his house and set off for the one the girls had arranged to meet for a picnic they were planning. Ray was right, some food might do him some good, even if Twilight would be chastising him for such an idiotic move.

It had been Luna's most recent suggestion in one of their lessons to do this. With the loss of Hard Edge, not unwelcome, she decided it was finally time for Dusk to have a new sparring partner to try and hone his skills in a fight. Despite his reservations to violence, Dusk knew it was necessary and agreed. However, he wasn't really willing to do so with the girls, especiually not Twilight.

"What of your friend, Ray Strike?" she'd suggested. "I'm sure he'd be willing and that he would provide an interesting challenge, to say the least."

It turned out that she had been right on both counts. It hadn't been any easier for Dusk to fight him as it would be any of the others, but it was just sparring and neither of them meant to really hurt each other. Well, Dusk wasn't at least.

It didn't take them long to spot the girls, already setting themselves down on the blanket. He could see them notice their approach, noted one lavender form turn rigid and gallop straight for them, her worried expression coming into view.

"Dusk! Dusk, are you okay?" She practically shoved Ray away and checked him over.

"Twilight, it's… it's nothing…" he said weakly, but she didn't quite hear him.

"You!" She rounded on Ray, her eyes flaring. "What did I warn you about? What did I tell you?!"

"Hey, hey," he stammered, backing away. "It's not what it looks like, really!"

"Then you'd better start explaining," she growled. "If you're the one responsible for his state, I'm going to rip off your-"

"As I was saying, not my fault," he said quickly. "D-Dusk just p-put a little too much power into a spell, you know. Wore himself out, conked out, flew too close to the sun and came crashing down, literally. I mean, I might have hit him a little on the way down, but only once, I swear!"

She looked at Dusk, who nodded in confirmation, then back at Ray. "Right, I believe you. But if you were ever responsible for this…"

"Twilight, please!" Fluttershy stood between her and Ray. "I'm not happy Dusk was hurt either, but if Ray says he didn't hurt him, then I believe him. We're all friends here, so let's not fight each other. At least, that's what I think," she added shyly.

Ray stared in surprise at this intervention. Twilight's expression softened and she took a deep breath.

"You're right. I'm sorry about that, Ray. I just kind of lost it there for a second," she muttered, with a blush.

"It's cool. I'm sure Dusk appreciates it," he winked. "Now I know to never, ever get on your bad side."

"At least there's that." Her voice softened when she addressed Dusk. "Come on, let's get you sat down. I'll look after you, even if you acted like an idiot again."

"Much appreciated and I knew you'd say that," he murmured. "You know, I did get hurt a little bit. I think some of these injuries might need… treatment."

"Getting a little bold, Mr Noir," she remarked with a smirk.

"Only from what I've been taught, Miss Sparkle," he returned.

"Maybe later, if you behave," she responded in a sultry voice. "Yep, I'd say we've definitely reached top levels on the flirting aspect of our relationship."

"Among other things," he said, kissing her lips lightly.

"Mmhm, definitely top scores there," she noted when he stopped. "Although, maybe another is needed, just to be sure."

Dusk stopped her lips. "Maybe later, if you behave."

"Tease," she giggled, nuzzling his neck.

"Hey Flutters." Dusk pricked up his ears to listen. "Um… thanks, you know, for that. It was um…"

"Oh um… it was nothing, I was… happy to do it," she stammered.

"Me too. Not that I needed defending, I mean. I can look after myself but… still appreciated. A lot, you know."

Fluttershy was in an extended period of silence before replying, "You're welcome…"

He glanced back to see the two of them blushing heavily. He and Twilight exchanged a look with her before letting her set him down.

"Ah, our two favourite stallions have joined us just in time," remarked Rarity.

"I'm your favourite?" asked Ray.

"I said _ours_, I didn't say _mine_," corrected Rarity.

"Figures you would, snob."

"Ruffian," she returned. "Still, what a day it is. It is _gorgeous_ out. Just gorgeous!"

Nopony disputed that. Twilight picked out an apple, halved it and was about to give one to Dusk when her eyes caught a familiar figure sprinting towards them.

"Twi... light!" Spike panted when he reached her. "I... have... Lemme just..."

He stopped to catch his breath, sucked in his gut and belched out a letter with a tongue of green flame. Levitating it up, Twilight unfolded and read it aloud.

"_Dear Twilight, I am sure you are as excited as I am about the upcoming wedding in Canterlot._ Wedding?" she remarked curiously before reading again. "_I will be presiding over the ceremony, but would very much like you and your friends to help with the preparations for this wonderful occasion. Fluttershy, I would like you and your songbird choir to provide the music."_

"Oh my goodness! What an honour!" gasped Fluttershy.

"Good on you, Flutters," praised Ray, earning a blush from her.

"_Pinkie Pie, I can think of no one more qualified than you to host the reception."_

"Hip, hip, hooray!" cheered the party pony with a flip for each syllable.

"_Applejack, you will be in charge of the catering for the reception."_

"Well, colour me pleased as punch!" she exclaimed proudly.

"_Rainbow Dash,"_ she went on, ignoring the noticeable yawn from the tomboyish pegasus. _"I would very much appreciate it if you could perform a sonic rainboom as the bride and groom complete their "I do"'s."_

That changed her tune. "Yes!"

"_Rarity, you will be responsible for designing the dresses for the bride and her bridesmaids."_

"Princess Celestia wants me to...wedding dress? For a Canterlot wedding... I, ah, ooh, oooh!" Overcome with excitement, she fainted with a huge grin on her features.

"_Dusk, I would like you to create a display of your colour magic for when the bride and groom have their special dance at the reception."_

"Happy to be of service," he said brightly.

"_And as for you, Twilight, you will be playing the most important role of all: Making sure that everything goes as planned. See you all very soon. Yours, Princess Celestia." _She frowned and read over the letter again. "But... I don't understand. Who's getting married?"

"Oh, wait! Uh, I was probably supposed to give you this one first," he said sheepishly, handing her another roll.

Rolling her eyes, Twilight read this one. "Princess Celestia cordially invites you to the wedding of Princess Mi Amore Cadenza and... My brother?!" she exclaimed with a gasp.

Suddenly full of energy, Dusk found his head whipping up in surprise too. It had only been three or four months since they'd seen Cadence and Shining and now their wedding was being announced? How long had they been dating for? How long had they been planning this? Why hadn't Shining informed his sister beforehoof?

These questions appeared to be absent from the minds of the others.

"Your brother's getting married?" Applejack shook her hoof. "Congratulations, Twah'light! That's great news!"

"Yeah, great news. That I just got from a wedding invitation!" she said indignantly. "Not from my brother, but from a piece of paper! Thanks a lot, Shining Armour. I mean, really, he couldn't tell me personally? You know what I mean, right, Dusk?"

"I do admit, it does seem unlike him to leave you misinformed about something like this," he agreed.

"Exactly!" Levitating a sandwich, she used it like a puppet while affecting the deeper voice of her brother. "Hey, Twilight, just thought you should know I'm making a really big decision that changes everything. Oh, never mind, you'll hear about it when you get the invitation. Princess Mi Amore Cadenza? Who in the hoof is that?! I thought he was dating Cadence!" she demanded normally.

"It's Cadence's full title, remember?" supplied Dusk.

"Oh, yeah." Her indignation replaced her confusion. "But even so, he couldn't have told me about this? I mean it's just, oh I don't know, his wedding! Not like that's important!"

"Um, Twilight? Are you okay?" asked Fluttershy.

"Sorry, it's just that Shining Armor and I have always been so close. He's my B.B.B.F.F!" she told them.

There was a look of confusion from everypony present except Dusk.

"Big Brother Best Friend Forever," he filled in for her and they all nodded in understanding.

Twilight took the moment to smile gratefully at him before continuing. "Before I came here and learned the importance of friendship, Shining Armor was the only pony I ever really accepted as a friend."

A bird landed on her hoof and flew away when she began to sing forlornly.

_When I was just a filly, I found it rather silly  
To see how many other ponies I could meet  
I had my books to read, didn't know that I would ever need  
Other ponies to make my life complete_

_But there was one colt that I cared for  
I knew he would be there for me  
My big brother, best friend forever!  
Like two peas in a pod, we did everything together_

_He taught me how to fly a kite (Best friend forever!)  
We never had a single fight (We did everything together!)_

_We shared our hopes, we shared our dreams  
I miss him more than I realized  
It seems..._

_Your big brother, best friend forever  
Like two peas in a pod, you did everything together_

_And though he's, oh, so far away  
I hoped that he would stay  
My big brother best friend  
Forever...  
Forever..._

Now she had moved up a small incline that looked off to the distant Canterlot and stood dejectedly with her head hung. A small tear fell to the ground. A well of pity grew inside Dusk for her. He never liked to see her upset.

"Girls, mind explaining why we thought it was comforting to Twilight to join in that song?" asked Ray.

Dusk ignored him and was about to move off to comfort her when Applejack beat her to it.

"As one-a yer P.F.F.'s..." Now it was Dusk's turn to look confused with the others. "Pony Friends Forever..." Oh, that made sense. "Ah wanna tell you that ah think your brother sounds like a real good guy."

She didn't look all that comforted, wandering back to the blanket and nudging some cake. "He is pretty special. I mean, they don't let just anypony be captain of the Royal Guard."

Rarity actually screeched. "So let me get this straight. We're helping out with the wedding of not only a princess… but a captain of the Royal Guard?!"

"I guess we are..."

Levitating a cushion from somewhere, she fainted once more while the others all began to pick up with excitement. Even Ray seemed to have something to say about it.

"Well, another wedding at which I will be the esteemed guest of honour," he announced proudly.

"You were the guest of honour at a wedding?" asked Rainbow.

"Well, that was what I tried to tell the guard when I snuck into one for a little bit of food. He was so impressed he introduced me to the biggest and most important aspect there."

"Who? The bride, the groom?"

"The floor." A few of them burst out laughing, while Rarity just rolled her eyes.

But not everypony was swept up in the excitement. Unbeknownst to the others, Dusk caught Twilight managing to slip away from them and walk away with her head hung once more. Knowing where his duties lay, he found strength for his legs and trotted after her.

"Need a little company?" he asked when he reached her.

She still managed to show concern, despite her state. "Aren't you still recovering?"

"When it's a choice between my priorities and yours, you come first." He paused. "At least that's what one of the books you gave me on a relationship one time said."

"Okay then. Thank you," she said with sincerity.

He only smiled and let his side come into contact with hers. They were already close where their relationship was concerned, but the past months had only made them closer… in a few more ways than one. Of course, they hadn't gone that far…

He walked with her until they reached the edge of the meadow by a small stream. They lay back down, feeling the grass on their bellies and the warmth of each other's bodies. For a while, they just listened to nature around them, Dusk thinking of the best way to begin.

"So, they all seem excited," remarked Dusk, breaking the silence.

"Good for them," she said bitterly.

He looked at her. "What's on your mind, Twilight? What's really bothering you?"

She sighed. "I'm just thinking about Shining Armor. Ever since I moved to Ponyville, we've been seeing each other less and less. And now that he's starting a new family with Cadence, we'll probably never see each other."

"I don't think you really believe that. I know I don't," he said with complete conviction. "You're his little sister. He adores you. He's not just going to cut you out of his life just because he's getting married."

"But you know what I said was true," she insisted. "With all that's happened in Ponyville and how far away Canterlot is, I've barely seen him at all."

"We've all had our commitments Twilight, he's no different. Both your schedules are full, something I know all too well," he added. "But he'll always manage to make time for you, no matter what."

"Couldn't seem to make time to tell me he was getting married," she noted bitterly.

"He didn't tell you he was dating Cadence as a surprise," he recalled. "Maybe it's the same this time around too."

"Dating somepony is one thing, but marrying them…" She shook her head. "He could have at least mentioned it to me."

"Maybe he's just had a lot going on. Whatever it is, I'm sure he had his reasons." He stopped to consider. "Even so, with the time that is usually taken for a wedding, there really should have been time to tell you."

"That's exactly what I mean!" she exclaimed. "Weddings take weeks, if not months of thought and planning, the family included. How could he have not found the time just to mention something?!"

"Like I said, maybe he did it for the best of reasons," he said. "Look, I'm sure you'll want to see him when we get to Canterlot, right?"

"Of course."

"Then it's settled," he decided. "Well, when you do, I'll go with you."

She looked taken aback at this announcement. "Dusk, you don't need to do that…"

"Yes, I do. It's my duty as your coltfriend, friend, assistant and to myself to do so," he replied. "You and I shall both confront him and together we'll find out why he decided you weren't worth telling."

She considered for a moment. "That sounds good to me. You really are getting bolder, Mr Noir."

"Well, I'm sure I sound confident now, but I think the fact that your brother is twice my size will return me to my senses at some point," he chuckled.

"He'll have to go through me first," she said.

"There is that," he agreed with a laugh. "Besides, look on the bright side."

"Which is?"

"Come on. Your big brother is getting married to your favourite foalsitter. She'll be your sister-in-law," he reminded her. "That's got to count for something, right?"

A reluctant smile tugged at the corners of her mouth. "I suppose it does."

"Of course it does," he encouraged. "Not only that, but once he settles down with her and has a few foals, you're going to be their aunt."

She giggled a little. "I must say, I hadn't considered that."

"Which means you're going to be seeing lots of him because you're sure to be their favourite aunt for certain."

"Only if you get to come along with me." She tapped his muzzle with hers. "They'd surely want to see their favourite uncle."

"I wouldn't go that far."

"I would," she said, nuzzling his cheek.

He smiled gently. "So, did I make you feel better?

"Oh, you certainly did." She moved closer into his side, gazing up at him. "You always know just what to say to make me feel better."

"I do try to pride myself on that," he agreed, lifting up her face. "I also think that what I do to comfort you counts too."

"Like what?" she breathed with anticipation.

Dusk could feel her warm breath against his skin, tingling where it landed. So, she knew what to expect now. Despite the butterflies in his stomach, he proceeded to do something that he'd done with her just last week when she'd been around at his house.

Closing the distance, he connected his lips to hers, pressing into her. She returned his kiss just as eagerly, matching him. Breaking away, he planted his lips down the length of her neck. Every time he did, she let out a short, sharp breath, moaning a little when he left one more at the nape of her neck before returning back to her lips.

There was no force or even much thought in how they kissed, they just let their instincts take over. His left hoof travelled through her mane, feeling its silky texture, while the other caressed her neck gently. Dusk added a little more passion to it, earning a few contented moans from Twilight who returned it in kind. After all, nine months had given them a lot of time to… adapt.

They stopped when they had to take in air, breathing heavily. Twilight smiled contentedly, gazing with a half-lidded look.

"You know, I think I do feel a lot better after that," she whispered, leaning her head on his shoulder. "And do you want to know something else?"

"What's that?" he asked, brushing part of her mane behind her ear.

"I love you, Dusk."

"And I love you, Twilight. Always." He kissed her forehead and her lips once more, deciding the others wouldn't mind too much if they stayed a little longer.

* * *

"A sonic rainboom? At a wedding?!" Rainbow said excitedly when they were on the train there. "Can you say "best wedding ever"?!"

"Best wedding ever!" Pinkie yelled out of the window, the sound echoing through the mountain.

"So you all get to help with the big fancy wedding, but I'm the one who gets to host the bachelor party! I have just one question. What's a bachelor party?

"Oh, little Spike, still so innocent," mused Ray, patting him on the back while the others laughed. "I can give you a hoof with that."

Spike perked up. "You've planned a bachelor party before?"

"Well… planned, became part of one when pulled in by some drunken stallions, it's sort of the same thing." He noticed the looks they were all giving him. "What? I at least know what happens at one."

"And what did happen?" asked Applejack.

"I'll tell when I remember it all," he answered with a grin.

Dusk laughed along with the others, noticing Twilight further down the carriage. He approached her, placing his foreleg around her and looking out of the window she was.

"So, definitely feeling better about the wedding?" he asked her.

"About the wedding, yes. About my brother, no," she corrected. "You're still going with me when I go confront him, right?"

"Of course, we're a team. You charge bravely on, I'll nervously bring up the rear," he agreed.

"That's not so bad," she said brightly, placing a hoof on his. "I always feel better knowing you're watching my back."

"I always will," he vowed.

"Although, I don't want you bringing up my rear in that sense." She leaned to whisper. "Not in public, at least." She giggled from the blush that came to his cheeks. "Relax, I'm only kidding. You are still so cute when you do that."

Dusk blushed all the more, but didn't say anything. She certainly did like to tease him a lot more recently and occasionally vice versa. Even so, he usually found a way to get her back. In this case, it was by moving his hoof from the small of her back to her flank.

Needless to say, this didn't go unnoticed.

"Hey!" Her eyes widened and she slapped his hoof away. "What did I just say?!"

"You said not to do it in public," he repeated. "But we're in a train with nopony else but our friends on it, all of whom are on the other side of the carriage. I think we have a little privacy."

"Cheeky," she returned, smirking. "I thought you were supposed to be a gentlecolt."

"I was still acting one," he insisted. A gentlecolt doesn't touch a lady in indecent places unless invited to do so. I'd say that it was evident that I was invited."

"I'll invite your face to a slap if you keep that up, mister," she warned with a giggle. "Just remember what might happen if my brother catches you doing that."

He chuckled nervously. "Believe me, I try not to."

"If you're not careful, I might let him. Might remind you of a few manners or else I'll…" Dusk yelped when he felt her hoof squeeze a little on his flank, "… have to do it for you."

She has gotten more devious these days, thought Dusk. The two of them just laughed off the incident and kissed briefly while the train sped on.

Only fifteen minutes later, Pinkie announced they had arrived. Just as Dusk noticed the guards at the checkpoint, he felt a tingle through his body when they passed through a magical forcefield. He only just started to wonder about it when he noticed not only that it surrounded all of Canterlot, but there were so many guards at the station they brushed armour plates.

"Whoa, what's with all the guards?" wondered Rainbow.

"I'm sure they're just taking the necessary precautions," reasoned Rarity. "Royal weddings do bring out the strangest ponies."

Pinkie chose that moment to sneeze with the sound of a kazoo, party streamers emerging from her nostrils.

"Now, let's get going! We've got work to do!" trilled Rarity.

"And you've got a big brother to go congratulate," added Applejack.

Her anger returned at her words. "Yeah. _Congratulate_. And then give him a piece of my mind. Dusk, let's go!"

Ray nodded after her. "Going to provide moral support?"

"More like holding him down so he can't get away. Right behind you, dear," he called out to her, following her lead while two guards looked after her with almost scared expressions.

Knowing Twilight, that probably wouldn't be misplaced, even if they weren't the ones that should be scared.

* * *

So, these chapters may not be as long as before, but I'll most likely be able to type them up more quickly. It's kind of nice not setting a 10,000 word limit anymore. I hope this will satisfy.


	3. Confrontation and Preparation

**Confrontation and Preparation**

As it turned out, Dusk's previous assessment of he and Twilight being a team wasn't too far off. While she strode on towards the guard tower with purpose, he more tentatively followed behind. He made sure that he would be close by for when it happened, but considering that the last time he'd seen Shining he'd practically tried to tear his head off, he felt his reaction was somewhat justified.

All over, he noted how the whole of Canterlot seemed to be in some kind of lockdown. Never before had he seen this many guards patrolling the streets and stationed on the towers and ramparts, their steely gazes overlooking everything. Even for apparent necessary precaution, this seemed rather extensive, especially with the barrier around the whole of the city.

It looked like they were going to find out more about that as they neared their destination. He followed Twilight across the courtyard. She'd spotted her brother and was homing in on him like an eagle would towards a pigeon.

"I've got something to say to you, mister," she called angrily.

The guards all pointed their spears in their direction, but Shining's reaction was quite different.

"Twily!" Pulling off his helmet, he gestured for them to stand down and ran to meet her. "Ah, I've missed, you, kid. How was the train ride? I–"

She pushed off his hug and got straight to the point. "How dare you not tell me in person that you were getting married! I'm your sister, for pony's sake!"

"Um, what she said," added Dusk.

"It's not my fault!" he insisted defensively. "Princess Celestia has requested a major increase in security. Didn't you see all the guards at the train station?"

"Yeah, there's a big wedding coming up. Maybe you heard about it?" she remarked sarcastically.

Shining passed a glance at Dusk, who still managed to raise an eyebrow pointedly at him. Despite his nerves, he made it clear that he would have to dig himself out of this particular hole. He walked over to Twilight, placing a hoof on her shoulder.

"It has nothing to do with the wedding. A threat has been made against Canterlot. We don't know who's responsible for it, but Princess Celestia asked that I help provide additional protection," he explained, stepping back. "This, you need to see."

A threat? That in itself raised a multitude of questions in Dusk's mind, mostly relating to a particular party of ponies possibly responsible. However, he remained silent for now to watch.

Shining's eyes screwed up in concentration, his horn glowing a bright purple. Just like Twilight's magic and his own brand seemed to be just as powerful. A beam shot off upwards to the shield, causing the whole thing to shimmer across the whole surface. It must have been to renew the spell and keep the best defence of the city up.

He gasped and clutched at his head painfully by the time the spell was finished.

"The burden of keeping Canterlot safe and secure rests squarely on my shoulders," he went on, leading them up the ramparts. "Staying focused on the task at hand has been my top priority. That sound good enough to you, Dusk?"

He was smirking, but there was a serious tone to his voice too. Twilight's expression appeared to soften now, but he felt he needed to iron out a few things.

"It sounds feasible, yes," he agreed, "but you must have been able to find some degree of time to try and get out some kind of message to Twilight. As she said, this is the first we've heard of it."

"Ponyville is pretty far out."

"You could have still sent us a letter or a notice," he countered, emphasizing 'us' and stepping close to Twilight.

"Exactly," she put in. "You really couldn't find the time in all of this just to tell me?"

He shook his head. "It had nothing to do with time. I've spent a while getting this shield in place and we've had a major lockdown on communications in and out of the city. Celestia only trusted the messaging between her and Spike to be the truly secure link and even then she was cautious about using it."

"It could have been possible to let her know before the shield went up," argued Dusk. "Weddings do take a lot of time to plan."

"We all make mistakes, Dusk. I'm pretty sure you're familiar with that."

He didn't need to go into any more detail than that. A quick look at Twilight told him that she conceded with the reasons he gave. They looked down at the line of guards below that marched on patrol.

"Okay, okay, I get it," she sighed. "You've got a really important job protecting all of Canterlot with a force field only you can conjure up. But still... how could you not tell me about something as big as your wedding? Am I not that important to you anymore?"

"Hey. You're my little sister. Of course you're important to me," he assured, suddenly smirking. "But I'd understand if you didn't want to be my best mare now."

At this, she perked up. "You want me to be your best mare?"

"Well... yeah," he affirmed, like it was the most obvious thing in the world.

"I'd be honoured!" Dusk smiled as the two of them hugged, their fight forgotten.

"So, Shining," he started, holding out a hoof, "may I offer my congratulations to you and Cadence and say that I'm honoured that I have the chance to play my part in your wedding."

"Thanks, it's appreciated," he said, shaking it. "And it's our pleasure. Cadence was the first to suggest that you use your special talent for this."

"Of course she did!" exclaimed Twilight, beaming now. "Considering how I've always known her, why wouldn't she?"

"Why indeed," he agreed, catching her when she ran to hug him.

"I take it that you're happy with how this has turned out then?" chuckled Shining.

"Obviously! Cadence is only the most amazing pony ever! She's beautiful, she's caring, she's kind and you're marrying her!" Jumping around like a school filly, she sang, "You're marrying Cadence! You're marrying Cadence!"

She stopped when she almost bumped right into the pony she'd been singing about. Even Dusk felt some comfort at seeing the alicorn again.

"I hope I'm not interrupting anything important," she said in a tone that he'd never heard her take before.

Twilight missed it, beaming at her. "Cadence! Sunshine, sunshine, ladybugs awake! Clap your hooves and do a little shake!"

But instead of responding in kind, as she had done when they had met back at Hearth's Warming, Cadence only raised an eyebrow and looked at Twilight like she had offended her.

"What are you doing?"

Her smile faltered a moment. "Cadence, it's me, Twilight!"

"Uh-huh," she remarked with complete disinterest.

Dusk approached and inclined his head. "Cadence, it's an honour and a pleasure to see you again. Congratulations on your wedding."

"Thank you and please, call me Princess Mi Amore Cadenza," she replied imperiously, barely glancing at him.

She walked straight past, over to her fiancé. Confused, Dusk looked over at Twilight, who looked just as he felt. This wasn't how Cadence had acted when they had met her. Had he missed something?

"I've gotta get back to my station," announced Shining, his hoof around Cadence, "but Cadence will be checking in with all of you to see how things are going. I think I speak for both of us when I say we couldn't be more excited to have you here. Right, dear?"

"Absolutely," she agreed, again in a tone that seemed to say a lot more.

"Well, we'll let you get to it," he said, trotting off with her.

"Twilight," murmured Dusk when they were out of earshot, "are we sure that was Princess Cadence?"

"Unless it's her twin sister, I don't see how it could be anypony else," she replied.

"So I'm not the only one thinking that she seems a little… off?" he tried.

"Off. Yes, I suppose that's one word for it," she said, now practically glaring at the princess while she walked off before sighing. "Right, I guess we should get going. Like Rarity said, we've got work to do."

"Are you sure? Do you want to talk a little about what just happened?" he asked with concern. "I can tell it's bothered you."

"It has, but I'm not really too sure myself," she admitted. "I need a little bit of time to figure all of this out and until then, I might as well do what I came here to do."

"If you insist." He kissed her cheek before taking her hoof briefly. "I'll be practicing my routine near the Star Tower, if you want to come and talk to me, okay?"

"I'll bear that in mind." Smiling gratefully, she hugged him. "Thanks, both for the offer and for coming with me. I like knowing I can always count on you."

"Well, we both know you'd be nothing without me," he quipped with a smile.

"Hey, that's my bit for you." She giggled and they kissed once more on the lips. "I'll see you later then. I love you."

"I love you too," he returned. "And Twilight? What happened there before, maybe it was nothing. Weddings can be tough to organize and maybe she's just had a lot on her mind."

"Maybe. Maybe…" She frowned thoughtfully for a moment. "Like I'll said, I'll figure it out and if I do need to talk to you, Star Tower?"

"It's a date," he agreed, tipping his hat in farewell and heading off.

He hoped that Twilight would be okay and that his assumption was right. With all the arranging, the threat made against Canterlot and the added security, it wasn't too much to assume that Cadence might be somewhat stressed out from all that was happening. On the actual day of the wedding, or even later today, she would be fine.

Still, it bothered him a little concerning how much different she seemed than when he met her. So full of caring and compassion, she was almost like a child, but with the wisdom of a ruler. She'd taken a genuine, deep interest in him and Twilight, even helping his marefriend like she had told him about. Today, she'd seemed so indifferent and almost… sinister.

On top of this, that anonymous threat caused him to hesitate once more. He would be wondering who made it, but he already had some nasty suspicions. All things considered, it seemed that there was only one conclusion as to who could have issued such a threat. The only ones who would have cause to. If that was the case, what did they plan to do?

He quashed those thoughts down, telling himself there would be no cause for worry, being more optimistic. Cadence would be fine, as would Twilight, Canterlot was secure with both the guards and the barrier around it, and even if something did happen, they were within reach of the Elements so they would be easily reached. He just had to focus on doing his part for the wedding and that was what he intended.

"Hey Dusk, you got a minute?" a voice asked, almost like it was off in the distance.

His head lifted. He had been so focused on how to start his colour display that he wasn't really paying much attention to the world around him. Even so, it was enough to call him out of his mental plain and divert his attention to Shining, who approached him.

Though it had been a while since the incident in question, the look the stallion had was still burned in Dusk's mind and he felt his insides contract a little now that he was alone with him again.

"Pardon me, Shining," he said politely. "I got caught up in my thoughts, I didn't realise you were there."

"Don't worry, you're probably not the only one," he said lightly. "I just wanted to have a little talk with you."

His insides contracted even more at that and he nodded slowly. "Oh… I see…"

To his surprise, he laughed. "Hey, don't look so grim. This is supposed to be a wedding, not an execution."

"Of course not," he said quickly. "I only… well… considering the last time we saw each other wasn't on the best of terms…"

"I thought that might be something to do with it," he remarked. "I wouldn't worry about it, though it is something I do want to talk about."

"I understand," he said sombrely. "For what it's worth though, I am truly sorry for what I put your sister through and if you are still angry with me, you have every right to be. But believe me when I say that I am doing all that I can to make up for it."

"I can tell," he noted, still smiling. "I can see she's already recruited you against me. Now I know how dad feels and I'm wondering how long before you start my wife-to-be on it too."

"So… you're really not angry with me?" he dared to ask.

"Of course not. I might have been, but that was all months ago," he reminded. "We've gotta move on from these things sometime."

"I know and I understand that, but I also know that you and Twilight are very close and I did hurt her, even though it wasn't my intention. As her brother, I thought…"

Shining smirked. "You thought I'd still be mad with you because that's how brothers are when you date their sisters?"

"Something like that," he said with a reluctant chuckle.

"Well, I might have been at first," he admitted. "I'm pretty sure you already know why. But now when I see you two, all I can be reminded of is how happy you make her and how much it makes her day just to have you with her. I know that because that's how I feel whenever I'm with Cadence and it reminds me of what I strive to do for her, why I proposed to her.

"I might have thought a lot of things when I saw her crying on that night, but one thing I did know," he continued, "was that she wasn't going to let you go that easily, that you meant everything to her. I just had to accept that and I think you can agree that it would be a lot easier without me being at your throat. If Twilight could be happy for me and Cadence, I figure I should do the same for you and her."

Relief spread through Dusk's body at his words. "So… you're fine with me?"

"Pretty much. As far as me and my sister are concerned, you're definitely okay with me Dusk." He stuck out a hoof. "So, what do you say? We friends?"

Dusk didn't even need to think. "That sounds good to me."

"Great, but be warned," he said in a low voice, pulling him in, "if you ever break her heart like that again, I'll make you regret the day you were born."

He swallowed. "Understood."

Shining laughed again. "But I don't think we need to worry about that, so you can forget about that particular sword hanging over your head."

"Right you are," nodded Dusk. "Speaking of your father, how are things with your parents? Concerning me, I mean? He seemed all right when I saw him last, but…"

"Don't worry, they're fine," he assured. "I had to smooth things over with them, mom especially, but it's pretty much smooth sailing there. Though I do advise you bring a life preserver, just in case."

"I had to ask," he said, feeling a lot better now.

"I know what you mean," he nodded. "Honestly, you should have seen my mom when I told her I proposed to Cadence. She went on and on about us rushing into it after we had only dated a year and how she and dad didn't do things like that when they were dating, that they thought carefully before even considering getting married."

Dusk smiled as he nodded. "I can picture that. What did you say?"

"Well, I definitely called her out on that last part," he told him, laughing again. "I know for a fact that they'd only dated five months when dad popped the question and she said yes without a second thought. She insisted that they were made for each other and it wasn't the same here, but I definitely won out after that."

"I'm glad you did," he said earnestly. "Congratulations again on it. I think you and Cadence will make a great match."

"Thanks, I think so too," he smiled. "This all took quite a while to plan out, believe me, but it'll all be worth it. For one thing, the princesses are paying for most of it," he added conspiratorially.

"I'd imagine that would be a benefit, yes." That brought his other question back. "It seems to have taken a toll on Cadence. My apologies if I sound presumptuous, but she seems a little… different than when I met her."

Shining didn't take offense to it. "Don't worry, I get what you mean. You'll have to excuse her, with me being so busy with the security, she has to make all the decisions regarding the wedding and it's quite a lot to handle."

"I thought it was something like that," he said. "Well, rest assured Shining, I'll make sure I put all my effort into doing my part. I want you and her to enjoy your special day."

His smile warmed. "I'm glad to hear it. I'll let you get to it. Oh and Dusk?" he added before they parted. "I thought you would have asked, about the threat we received."

He hesitated a moment. "The thought had occurred to me, yes."

"Like I said, we don't know who made it, but if either Edge or Tube are seen anywhere near the wedding, I'll make sure you're the first to know," he promised. He patted his shoulder, smiled again and returned to his station.

By the time he left, Dusk's fears had now been almost completely assuaged. Cadence was just suffering from stress and the guards were all on the lookout for the most likely suspects behind the threat. And he had no doubt they would act. Now all he had to do was what he had been asked.

First thing was first, he had to find who was in charge of the music for the wedding. Maybe it would be Vinyl. After all, he still felt the need to apologise to her after last time…

* * *

In another part of Canterlot, a small little study built deeper into the palace, the sweet sound of birdsong echoed all around, drifting out through a crack in the door and charming all who heard it. Even the highly disciplined guards paused to listen for a moment before resuming their patrols.

Anypony who heard it would have said that it was perfect, flawless in almost every way. Every way except for one and the pony that conducted the choir didn't miss it.

"Oh um, excuse me, could everyone just stop for a moment, please?" Fluttershy asked gently.

At her request, the birds fell silent, watching while she flew up to one of them in particular.

"I'm sorry to bring this up again, but you are still singing a little off-key," she told the red-feathered jay kindly. "Again, I'm really sorry to say so, but we need to make sure we get this absolutely right and we all need to work together to make sure you sound the best you can be. Can you do that for me?"

The jay chirped and nodded, crossing the spot where his little heart would be with his feather. Fluttershy gave him a bright smile of thanks while she flew back.

She'd already been reminded of how important this was before and not in the nicest way. When Cadence had come by to check on her choir, she'd yelled at that particular bird for his singing and had demanded of the shivering Pegasus that it sound absolutely perfect by the time of her wedding. Whimpering a little, Fluttershy had nodded and put even more effort into it.

She'd really been shocked by Cadence's reaction, even if it was justifiable. From what little she'd heard, the princess was supposed to be really nice. When she'd started yelling, she thought she might actually strike the bird. Then she'd gotten control of herself and it had passed. Even so, she still needed to comfort the poor thing before he could sing again.

She didn't want to judge the princess harshly. Her wedding planning must be putting her through her paces, but she could have tried to be a little nicer about it.

"Okay, let's go again, from the top." She picked up her baton and tapped it. "Ready? And a one, a two, a one, two, three, fo-"

"This looks like fun." She jumped and squeaked at the voice. "I advise you don't do that at the actual wedding. Probably won't come off well."

She turned and relaxed a little when she saw who it was, though the fluttering feeling she always got when she saw him didn't leave.

"Oh, hello, Ray." She suddenly felt foolish. Again, another typical reaction. "I-I'm sorry, I was just… focusing a-and then you just… not th-that I blame you o-or anything b-but…"

"It's okay, Flutters. I'm sorry I startled you," he apologised lightly. "Just doing a little bit of practicing, huh?"

"Um, yes." She tried to think of something else to say, but her mind was blank.

"Great." He paused for a moment, rubbing the back of his head. "So um, just you here? I mean, apart from the birds, obviously."

"Yes, yes," she answered quickly. "I felt I needed somewhere… secluded and private to, uh, to practice."

"I bet I've ruined that now," he chuckled nervously. "Since I have… would it be okay if I stayed for a bit? Just to listen, maybe offer a bit of feedback, you know?"

"R-really?" Excitement and nerves rose from this prospect. "D-don't feel that you have to or anything, I-I'm sure you have better things to do."

"No, I'm good," he assured. "Just… whenever you're ready."

She hesitated, decided not appear rude by sending him away and nodded. She turned around, suddenly a lot more nervous than before and tried to focus on anything except the stallion. Raising her baton, she counted down again and began to conduct.

Once they started singing, she was able to rule out everything else a lot easier, leading them through a rendition of Here Comes the Bride with ease and grace. She knew every rise and fall of each note, allowing the natural inclinations she felt to take over and her mind to quieten. It was like when she just talked to her animals or looked after them. It was just in her nature and she never needed to think about it.

However, her mind wasn't completely silent. Every now and then, a thought would creep in concerning Ray. What did he think about it? Did he notice if any were off-key? How did he react? If he did, would she think that she was bad at her role in this? She was more than tempted to turn her head, just to try and see his expression…

But she resisted it, keeping her focus on the birds, letting their song fill her ears. She had to concentrate on the performance… no matter how much she might want to do otherwise.

"Thank you everyone, that was much better," she praised when it was over. "We still need to practice a little more, but this is sounding wonderful."

Now, she turned to look at Ray. His eyes were wide, his body rigid and stiff. When he blinked, he did so very slowly, like he wasn't all there. Immediately, her fears came back. He thought it was so bad, he'd zoned out.

"It was terrible, wasn't it?" she asked fearfully. "I-I'm sorry, we're still practicing a-and we h-have a l-lot to work on still. I… I'm really sorry, but…"

"Flutters," he whispered, spellbound, "that was… beautiful."

Somehow, his praise left her even more flustered than any criticism. Her face burning, her stomach doing cartwheels, all she was able to muster up was a quiet:

"Y-you really th-th-think so?"

"Yeah… I do…"

"Well… um… thank you. That's nice of you to say so," she said with a smile.

Now, Ray was the one blushing, rubbing the back of his head again and mumbling something incoherently. Giggling a little, she told her birds to take a break and flew over to him.

"I'm always happy to hear what my friends think," she said. "Good thing you were wandering by."

"Heh, yeah," he agreed. "I'll be honest, I really was just wandering about the place when I stumbled on this. Not exactly a lot to do, with everypony else busy with their preparations and what-not."

"Oh yeah…" In the midst of all the excitement, she'd forgotten about that. "I'm sorry you don't have anything to do for the wedding. Must be boring for you."

"Meh, I'm fine," he assured. "Maybe I can just help you out with your choir. It would give me something to do and… well, I could just listen to it all day."

"I'd um… I'd like that," she murmured, the heat rising to her face again.

"Thanks." He looked away for a moment. "So, how are you feeling about it? Your role in the wedding, I mean?"

"Oh, it's really great," she said with complete honesty. "I mean, I always like performing with my choir, but having them sing at a royal wedding, by royal request I… I've never done anything like this before. It's so exciting!"

"I honestly couldn't tell," he joked. "Although, with how your birds sound, I'm surprised you haven't been asked to play at anything less than a royal wedding before."

"Thanks," she replied quietly, her cheeks red again. "I just hope we're ready by the day of the wedding."

"With you conducting, I'm… I'm sure it'll be perfect," he said, still head-rubbing. "Is it going okay, your practice?"

"Mostly. I don't know if you heard but one of the birds is a little off-key," she whispered, so as not to hurt his feelings. "He's singing just a little too high for the others."

"Yeah, I wondered what that was," he admitted. "I just didn't want to say anything. The rest of it sounds great though, really does."

"I really appreciate you um… you saying so," she muttered. "Like I said, we're still working it out, but once we do and we play as Cadence is walking up the aisle…" She sighed. "It's going to be wonderful."

"Yeah, it will. Like you. Like your um… your choir, I mean!" he said, a little louder than before, his whole face now red. "I mean, when they're ready. You know they're going to sound… wonderful and… and… well, you know."

"Right…" That fluttering feeling in her chest had increased even more. "So… how do you feel, Ray, about um… about weddings?"

Though it seemed natural to ask, she didn't know where that question had come from? Fluttershy didn't know what it was, but she felt like there was something whispering to her to ask that which had little to do with just Ray's view.

He thought for a bit before answering. "Well, while I do find the whole process to be beautiful in its own way, I sometimes find weddings kind of… dull, I guess. I'm not really as hyped up about this whole thing as you and all the girls are. Guess it's a guy thing."

"I suppose so," she said, not really minding, but at the same time a little disappointed.

"Like I said, I've not had anything to do, so that doesn't help. I have been noticing odd things throughout the day though," he added. "I will say this though: I'm a huge fan of the concept of love on its own."

She was a little surprised by this answer. "Really?"

"I know, right? Big tough guy like me, into such a sappy thing as love?" he chuckled. "Bet you weren't expecting that, eh Flutters?"

"I guess not," she giggled. "I mean, not in any bad way…"

"It's fine, I get it," he shrugged. "But I mean it, I really am and being here, with you… and all the others… makes it all worthwhile."

At his words, that fluttering feeling was gone. Now, it had blossomed into something else. A strange, warm feeling in her chest, that seemed to spread throughout her whole body. Like a small flame had been lit inside her and was starting to grow.

The longer she looked at Ray, the more his words replayed in her mind, the stronger it became. It was strange, unfamiliar… but it was wonderful. Ray stared back at her, his yellow eyes gazing deep into her teal blue. Was it possible he might be feeling the same? If he did, did he feel it growing stronger and, like her… wanted it to keep growing?

All of a sudden, she realised how long she'd just been staring without saying anything and looked away the instant Ray did, that burning now only in her face.

"Well um… you should probably get back to it," he muttered.

"Um… right," she replied. She lingered a little longer, then returned to her choir.

However, that feeling wasn't completely gone. It was still there, simmering inside her and while she got ready to conduct again, she couldn't help but wonder… what exactly it was.

* * *

"So, Dusk, you're the one providing a special addition for my dance with Shining?" Cadence asked curtly.

"Yes, Princess Mi Amore Cadenza," he affirmed, addressing her like she had told him. "You recommended me and I'm honoured to do my-"

"Let's see it then," she interrupted. "Come on, I've got plenty of other things I need to be doing today without this eating too much time."

"Of course, Your Highness, I understand completely," replied Dusk patiently, remembering what Shining had told him. "It won't take too long, I assure you."

"I'm sure it won't." She watched him coldly. "When you're ready then."

He bowed respectfully and used his magic to turn on the small music player that had been provided for him to work with. Hoping all of this practice and planning would pay off, he reached in for his magic and began as soon as the music kicked in.

Using every colour of the spectrum, he covered the empty space in the room with sparkling flower petals, floating gently all around. When the music picked up, he had them swirl together and meet in the centre to form a heart, which split off when the lyrics referred to the bride and groom respectively. Whirling where they would be dancing, they became butterflies that scattered all around and burst into showers of light, raining down on them, the sparkles forming flowers when they hit the ground.

He stopped the music there and turned to face her judgement.

"I worked the best with what I know," he explained. "I'm not sure what else to do after the butterflies, but I hope to have something ready by the time you're up to dance."

"See that you do," she said sternly. "The last thing that I want is my wedding day ruined because you couldn't plan ahead."

"That would be the last thing I would want," he assured.

"I should think so. As for the rest, I want it brighter, with even more added to it," she instructed. "I want them all to be dazzled when we have our dance and to truly shine among them. Am I clear?"

"Perfectly, Your Highness," he replied. "I'll do what I can."

"Do better," she instructed, leaving without a second glance.

Dusk was still frowning after her when the door shut, his assurances a little shaken now. At first he told himself there was no need to. The only reason she was acting like this was due to stress, just like Shining had said. He wasn't going to hold it against her or make things more difficult by questioning her. This was her special day and she wanted everything right. All things considered, he knew that was what the bride was meant to expect.

But even that wasn't really enough to replace the niggling doubts that lingered and returned like weeds in a garden. She might be having to make all the decisions regarding her wedding, under pressure to get everything right, but he still couldn't shake the feeling there was something off with how she'd acted. The way she spoke to him, it was like she didn't even know who he was and there was none of the love or affection he'd seen the first time around.

But what did that mean then? Was there some other reason why she was acting like this? Why did it look like she was behaving like a completely different pony?

That and it was a wound to his pride, what little of it there was, to be told his magic wasn't good enough, especially by Cadence. A pony he thought to be kind, now curt and impatient. It was unusual for him to feel stung like that, but that was how he felt…

"For what it's worth, I thought it was perfect." A much more familiar, kinder voice brought him out of his thoughts. "Any couple would be lucky to have you do that at their wedding."

"I'm glad you think so," he sighed. "I did try my best to make it one of… well, my best."

"And you always do." He felt a something warm wrapped around his neck, soft lips brush against his cheek. "If she can't see that, then it's just her loss."

"And your gain," he said, craning around to let his lips meet hers. "You are a very selfish girl, Twilight, not letting me share my skills."

"I do let you," she countered. "They just can't do it without my permission."

"So I'm your property now?"

"Yep. Everything that is Dusk belongs to Twilight Sparkle."

"Even my hat."

"Especially your hat," she said, lifting it off his head and stepping back.

He turned to face her mischievous look. "Is there any chance of me having that back?"

"Only if you ask nicely," she teased, waving it before him.

"May I please have my hat back, Miss Sparkle?"

"Hmm… on second thoughts, I'll keep it a little longer," she decided, placing it on her head.

He sighed in defeat. "If you insist." When she opened her mouth to reply, he stepped forward and caught her in another kiss.

While she wrapped her hooves around him and returned his passion, he slipped it off her head and back onto his, stepping back again and grinning triumphantly.

"Hey, I was enjoying that!" she complained playfully.

"Which is why you can wait a little longer after that stunt," he returned. "Nopony takes my hat without consequences."

"Even me?"

"You're the whole reason that rule exists."

"I'm flattered that you'd make up a rule for my sake." She winked at him. "You know how much I _love_ organisation."

"I certainly do, but you're not getting off I'm afraid."

"Oh come on, really?"

"Really. No more kisses for you for a bit."

"Not even just this once?"

"And break my rule? That wouldn't be setting a good example, would it?"

"Fine, be that way," she pouted. "When Cadence comes back again and says your magic isn't good enough, you can forget about me comforting you."

"I'm hoping it'll be better next time." That raised a thought though. "Really? You think she still won't be satisfied?"

"Believe me, you're not the only one," she said, her face hardening. "She's been like that with all the others. She's snobby, uptight, rude, discourteous."

"In what way?"

"Well, she was really demanding of Rarity, threw away one of Applejack's hors d'eouvres after she said she loved them and said Pinkie's reception party was better suited for a six year old's birthday. She didn't even try to be nice about it!" she exclaimed.

"So, we still think that she's even more off?" he asked.

"Exactly! The worst bride-to-be ever!" She tilted her head to one side. "Why? What do you think?"

"Well, your brother did mention about how she's been busy organising everything," he said. "If that's the case, maybe her attitude is understandable."

"But…?"

"But when we met her the first time, given what I know from that, I would have thought she'd be a little more courteous to me. But it's like with you after we saw Shining, she acted like she barely knew me… like she didn't recognise your greeting you have."

"That's precisely what I mean," she said. "I don't what it is that's happened, but we need to let the others and more importantly, my brother, know about what's going on before a horrible mistake is made."

He nodded. "Right. What do you suggest we do then?"

"We're all going to be meeting up for drinks later this evening. When we do, I want you to help back me up where this Cadence thing is concerned. Once we explain it to everypony, I'm sure they'll see what we mean," she said confidently. "I know I don't need to ask, but can I count on you for that?"

He hesitated for a moment, stopped by a sudden thought before responding, "Of course. You always can, Miss Sparkle."

If she noticed his reaction, she didn't say anything. "Great. I'll you see you there then, let you get back to work for her high and mightiness."

Her beautiful features creased into a frown and she wasn't smiling when shut the door behind her. Dusk was actually surprised at this. He knew she had her concerns, so did he, but he hadn't expected to see her looking so… determined to practically stop this wedding. Her brother's wedding at that.

Some other thoughts had started to surface in his mind, mainly ones concerning his marefriend, stemming from what her brother had told him… and how she could be at quickly assuming the worst from a bad situation.

Still, he would do what he'd said he would so: follow her onwards while bringing up the rear… and hope that she was right about this.

* * *

Well, this can only end well. Please read and review.


	4. Unlucky The Night Before

**Unlucky The Night Before**

With the sun beginning to lower outside, replaced by the glow of stars and streetlamps, a few more added touches and a slight ache in his head from working most of the day, Dusk decided it was time to call it finished for now. There was only so much that he could add to this display and he just hoped that Cadence would find it satisfactory this time.

He hadn't really seen much of her or the others since Twilight had come by. He suspected that they were all busy working on their parts for the wedding. It would be nice to see them all for drinks this evening and discuss what had been happening with them all. Or it would be, were it not for the other looming prospect this evening.

He'd had plenty of time to think since Twilight left and he still wasn't sure exactly where he stood on this. He did agree with Twilight that Cadence was acting a lot differently than when he'd met her and from the Cadence she remembered. At the same time though, it seemed perfectly understandable, given the circumstances and the pressure that she was under. Everypony had their limits and Cadence was no different.

Still, Twilight did expect him to support her in this matter. He'd practically promised, after all. Was it worth trying to convince her to see his point of view? Combined with her stubbornness and her temper, he wasn't sure if he'd have the courage to face up to that. But he might have to do something, act in some way…

A knock sounded at the door. He looked towards it.

"Hello? Come in, it's not locked."

There was no reply, no sound of any movement. Frowning, he crossed the room and opened it with his magic. He peered around in the dark. He thought he saw a shadow move out the corner of his eye, but there was nothing.

"Hm, nopony here," he remarked.

"Guess again."

The voice directly behind him must have made him leap a foot in the air. Gales of laughter soon reached his ears and his face was burning when he turned.

"Was that completely necessary?" he asked.

"Perhaps not," giggled a grinning Princess Luna, "but it was certainly amusing."

He closed the door, fighting a reluctant smile. "I thought you were supposed to be the mature and sensible one between you and your sister."

"In a sense, but she also tells me that I should 'loosen up more', so I thought there would be no better way than to play a 'prank', as I believe it is termed, on my good friend for some general frivolity." She giggled again. "I must confess, it is extremely effective."

"Apparently so."

"In addition, with the increased security, I must take extra vigil over the night soon," she added. "I am trying to have as much enjoyment as I can before that."

"Fair enough." He let out a small chuckle. "Remind me to keep you away from Pinkie and Rainbow from now on."

"Just you try," she countered. "Come now, Dusk. It is the night before a wedding, a time when the young couple dream of each other in their beds, yearning for when they might at last share one another's warmth and love for the rest of their days."

"A time when princesses play tricks on their students and friends?"

"A fair point. Still, perhaps you should 'loosen up' a little yourself," she advised.

He smiled. "I didn't know you were the romantic type, Luna."

"I spent a thousand years trapped in the moon. I had to find ways to remain optimistic," she said, still smiling.

"A fair point," he echoed. "Even so, I find myself a little surprised."

"Why should you be?" A warm smile took over. "Weddings are a wondrous time. When two ponies are joined together in the bonds of love, all worries and cares forgotten, lost in the warmth of their embrace, a day that they will forever remember for years to come as the moment they became one. How can such a time not be looked upon as beautiful?"

"How indeed," he nodded. "That was… very profound, Luna."

"Thank you," she returned. "I've seen it many times, reflected in the dreams of those couples that I come into as part of my duties. Every time, I'm amazed with what I see."

Dusk felt his face burn again and he couldn't hold back a laugh. "I imagine it would and I also thought above such things."

Luna's face was one of confusion first, but she suddenly gasped and blushed herself when she caught his meaning.

"Dusk, how dare you imply such a thing!" she accused playfully. "I am a princess, not a peeping tom!"

"Who's to say you're not both?"

"Dusk!" She started giggling again, her blush deepening. "I could have you locked up for such a remark!"

"Sticks and stones may break my bones, but first they must be thrown."

"Don't tempt me." She smiled again when her giggling subsided. "I watched you perfecting your display through the window. It looks magnificent. You are sure to make the bride and groom sparkle at the wedding. I regret I won't be able to see it."

"Thanks," he mumbled. "Why won't you be there?"

"It takes place during the day and I must rest up my strength for the night, especially after tonight with all of this increased security. I must help set an example." Her features darkened a little. "I shall be on vigilant look-out for two individuals especially."

"As will I," he promised. He'd wondered when they'd arrive at this. "Have you heard anything else?"

"Only affirmation of what we already knew. Our forces have reported that they've definitely left our borders, at the edge of the Loveless Lands," she informed him. "We've heard little beyond that, other than that one of the colonies has reported capture of a party of three."

"Three?" Dusk's blood chilled. "I… I though there were only Edge and Tube."

"Perhaps they acquired a little hired muscle, as we have discussed," she pondered. "Why does that seem to trouble you so?"

"Nothing," he said quickly. "So… this threat against Canterlot. You don't think they might be behind it?"

She studied him for a little. "Unlikely. The three of them against the might of the Royal Guard and myself and my sister? They wouldn't stand a chance."

"It would be foolish, yes," he agreed, though his fears weren't quite put to rest.

"Besides, they can hardly make threats from their current position," she reminded. "They were lucky that it was a colony, not a hive that picked them up."

"Why is that?"

"Because hives don't have prisons," she said grimly.

"I see," he nodded, getting her meaning. "You'll have to teach me about it sometime."

"Yes, studies of the other lands are something I've neglected," she realised. "I shall have to rectify that once this is over. There is much I could teach you there."

He smiled again. "I'm always eager to learn. It would make a difference from all of the fighting magic."

"I thought you might appreciate that." She looked out of the window. "Now, I had best return to my duties. It was good to see you as always, my student. Enjoy the wedding."

"I'll try." Something else occurred to him and he stopped her before she left. "Luna wait, I just want to ask, have you noticed anything… different about Cadence?"

"Well, as I've said I have not been present much at Canterlot during these preparations, but…" Her features creased in thought. "Now you mention it, she had been unusually short-tempered as of late, lacking a little in her usual demeanour. Why do you ask?"

"Dusk, I am sure that this only pre-wedding nerves. She will be fine on the day. Unless…" She looked right at him. "Is there something that you wish to tell me?"

He considered telling her what had been happening, but decided against it. She would have enough to deal with at the minute with guarding the night.

"No, nothing. You might be right," he said. "I was just wondering about it. Right, I'm going out too. Mind if I walk with you some of the way?"

She nodded and smiled. "That might be difficult when I take to the sky, but I would appreciate it."

"Happy to do it." He held the door for her and stepped into the darkened streets. "So, Luna, concerning all you said about weddings, have you ever thought you might want to experience it yourself?"

She smirked mischievously. "Dusk, while I am flattered that you would ask of me, I do not think Twilight would appreciate your proposal."

"The thought had occurred to me," he chuckled. "But the question still stands."

An almost wistful look came to her face. "Perhaps…"

"Why don't you then?" he ventured. "Surely you wouldn't have any trouble finding somepony like that?"

Her expression changed now, clouded like a starry sky. "It's not a question of finding one who will spend their life with me… it's a question of if they can."

"Oh…" Dusk suddenly felt guilty asking her. "I'm sorry…"

"Don't concern yourself," she said gently. "As they say these days, it is no big deal."

"If you say so." He patted her leg comfortingly. "You never know, you might find somepony."

She didn't say anything, only returned his look, her eyes glistening for a moment. Those ancient eyes that had seen so much, more than his own ever would… and would continue to forever.

"I had best return to my duties." She unfolded her wings. "Fare thee well for now, good Dusk."

"For now and Luna? I'm sorry, I truly am."

"It is fine." While her mouth smiled, her eyes held a different reaction. "Thank you."

"My pleasure. Besides, it wouldn't work between us anyway." He returned her smile. "You are a thousand years older than me."

Now that smile reached her eyes. "Indeed."

He stayed watching her for a moment, while she flew up to the tower her sister watched from.

"Rest, my sister. As always, I will guard the night," she pledged, letting a worn-out Celestia leave.

She gave him one last smile from the tower before turning her gaze to the land beyond. All of these years and they only had each other. It might not be much, but it was something at least. And he was part of it. That was something to be proud of.

Tpping his hat to her, he carried on down the street where he soon spotted the girls. His marefriend, greeted him with a kiss and a drink.

"There, I got your orange, your favourite," she said brightly.

"You know me well, Miss Sparkle," he said, sipping it gratefully.

"I wouldn't be much of a marefriend if I didn't." She didn't waste time getting to the point. "Bet I can guess what you're all thinking. Cadence is the absolute worst bride-to-be ever."

The others stared at her in surprise.

"Who, me?" Spike asked in a high voice, mimicking Cadence with a little figurine of her.

"Spike! That goes on the cake," Applejack said sternly. He put it down, laughing nervously.

Rarity spoke up first. "Twilight, whatever are you talking about? Cadence is an absolute gem!"

"Rarity, she was so demanding!"

"Well, of course she is! Why shouldn't she expect the very best on her wedding day?" she dismissed.

She facehoofed in reaction. "Applejack, did you know that after she told you how much she just 'love-love-loved' your hors d'eouvres, she threw them in the trash?"

"Aw, she was probably just trying to spare ma feelin's," she remarked in understanding.

"No, she was just being fake and totally insincere!" she insisted. Everypony else suddenly avoided making eye contact.

Fluttershy raised a hoof tentatively. "She did raise her voice at one of my birds during rehearsal."

"See? Rude!" she repeated, latching onto this.

"But he was singing really off-key," she added. She held up the bird in question, who demonstrated. Dusk could have sworn he felt his glasses crack a little.

"Pinkie Pie, you had to have noticed how Cadence treated–" She stopped when she realised both she and Spike were playing with the cake figures, making kissing noises and giggling. "Never mind. Rainbow Dash, you're with me, right?"

The Pegasus flexed her wings stiffly. "Sorry, Twi. Been too busy prepping for my sonic rainboom to pay much attention to the bride's bad attitude."

"Ray, come on!" she cried. "You're good with reading ponies, you must have seen something!"

"Well…" He thought for a moment. "I have to say, I haven't seen much of her, but something about her has sort of rubbed me wrong, especially considering what her reputation is like."

"See? He knows what I mean!"

"But," he added, "I don't know if it's anything bad. It's kind of hard to figure out, even for me to say anything definite. I'm not really ruling anything out but… I'm staying neutral in this one."

She growled in frustration. "Well, Dusk and I are both in agreement on this, right honey?"

"Um… yes," he said unsurely, not willing to stand against her in this state.

"See? See?" She placed a leg around him. "Cadence was criticising his colours, bossing him around like nopony's business. She's bad news!"

Dusk glanced around nervously. The others were starting to exchange understanding looks.

"The princess is about to get married. I'm sure any negative behaviour she might be displaying is simply the result of nerves," said Rarity.

Twilight shoved her hoof away and slammed hers on the table. "And I'm sure it's the result of being an awful pony who doesn't deserve to even know Shining Armor, let alone marry him!"

"Think maybe you're bein' just a tiny bit possessive of your brother?" suggested Applejack.

"And I feel that you're being rather unkind, pressuring Dusk into siding with you like this just because she didn't speak highly to him," put in Rarity. "Dusk, you can be honest. You don't need to pretend."

The others all agreed.

But Twilight was having none of it. "I am not being possessive, he is being honest, and I am not taking it out on Cadance! You're all just too caught up in your wedding planning to notice that maybe there shouldn't even be a wedding!"

She slammed her hoof down again, knocking over everypony's drinks and stalking off. Dusk glanced from them to her, gulped and scrambled after her.

"Twilight," he began gently, "I think perhaps you should calm down and-"

"Is it true what Rarity said?" she suddenly asked.

"W-what do you m-mean?"

"I mean that you're just agreeing with me because it's what I want to hear." She rounded angrily on him. "You'd better not lie to me, because we both know I can tell."

Dusk swallowed again. "Well um… I do think that um… you might be right about Cadence. Your um… your concerns are certainly warranted."

"But…?"

"But… maybe you might be… sort of um… well…"

"Spit it out!"

"Twilight, please!" Her moment of stunned silence gave him some hoofing. "Okay, I just think you might be jumping to conclusions here. The girls might be right, in that she's just acting this way as a result of nerves."

"But I thought you agreed with me!"

"I do, to an extent. I do believe that Cadence is acting adversely to how she has before, but I also think we shouldn't make any rash judgements." He reached out for her. "Please, just calm down and think for a moment."

She pushed his hoof down and looked away. "Fine then, you want further proof? We're going to see my brother and see what he thinks. He'll understand, he'll agree with me and you'll see my side of it."

"Twilight, please…"

"Don't start with me, Dusk," she snapped, walking away. "I'm not in the mood right now. Come on."

He sighed, knowing there was no point in trying to argue with her now. Maybe a visit to her brother's would help put her fears to rest. She would need something to help set her on track, so maybe this would be it. He didn't want to dig himself in a deeper hole than he already had.

It didn't take them long to find Shining's house. It was quite a grand affair, as were most homes in Canterlot and flanked by two Shadow Guards at the entrance. They nodded to Twilight and Dusk, while the former knocked on the door.

Shining smiled in greeting, already dressed in a formal uniform and wearing a silver badge on his chest, stepping aside so they could come in. Already he could see the signs of his personal effects, including some crossed swords on the wall, a shield above the door and two suits of armour beside the fire place.

"Twily! Your big brother's looking pretty good, don't you think?"

"You look fit to wed a princess, Shining," supplied Dusk.

"Thanks, that was kind of the idea," he chuckled. "Your coltfriend's got good taste, Twily." He looked and saw her bottom lip quivering, her eyes shimmering. "Huh. Everything okay?"

"We need to talk," she said urgently. "I think you're making a big–"

She was interrupted by somepony clearing their throat. They looked to see Cadence descending from upstairs, looking accusingly at both him and Twilight. Again, a sense of unease gripped him from that.

"Oh, uh, hi, sweetie," Shining said nervously.

"She sure has a way of sneaking up on people," muttered Twilight.

"Could I speak to you for a moment, dear?" she asked in a tone that didn't suggest anything friendly.

He looked awkwardly at them both. "Better see what she wants."

Dusk could see Twilight giving him a scrutinizing look while they closed the door to another room. He was about to say something, when their voices reached his ears. Though the door was shut, their discussion could still be heard, muffled where they were.

He looked to Twilight, who was already edging closer. Reluctantly, he followed her.

"Look, we need to talk," Cadence started.

"I'm here to talk," assured Shining.

"It's about your sister and her coltfriend, okay?"

"I– look, look, she's okay, so's he–"

"Just... listen to me."

"I'm listening, I'm listening."

"I thought I made it perfectly clear I didn't want you to wear that," the princess said when they reached the door.

Peering through the crack, Dusk watched while Shining displayed the badge proudly.

"This was my favourite uncle's."

"And?" Cadence asked icily.

"And I think I should wear it," he followed up.

"Are you disagreeing with me?" she demanded.

"I guess I am– " The instant he said those words, he clutched his head and cried out in pain. He grimaced visibly, like he was fighting against something.

Cadence stepped forward. "Oh, dear. Are you getting another one of your headaches?"

Instantly, she cast a stream of green magic from her horn at his head. A green glow appeared around it, seeping into his eyes and left them unfocused, staring vacantly. Dusk felt his own widen at this.

"Feeling better?" she asked. Shining nodded dumbly in response, his eyes still green and unfocused.

Dusk looked once at Twilight, saw the look on her face and knew what she must be thinking. She gestured to the door, he nodded and the two of them ran, ignoring Shining's calls. They didn't stop until they were in the next street.

"Need any more convincing?" Twilight panted. "She's not just unpleasant and rude. She's downright evil!"

"It seems that way but…"

"Dusk, you can't still be on the fence with this!" she groaned. "You saw with your own eyes what she did!"

"I'm not really sure what I saw," he admitted. "It looked bad, but it could have been something entirely different."

"Like what, exactly?"

"He had a headache. It could have been to lessen the pain of it. You've used spells like that on me before."

"But they've never had that kind of effect on you!" she argued. "You saw it! It was like he was hypnotised or something. He's in trouble, we've got to warn everypony!"

"Twilight, just wait a moment and-"

But she had already taken off down the street. "No time, hurry!"

"Not the first time I've followed you around in Canterlot," he muttered, giving chase.

He did sort of stand by what he had said in that it could have been some sort of therapeutic magic for his headaches. He'd gotten one after re-energising the shield when they'd seen him and having to keep it up constantly would be a strain. Just like how Cadence's wedding planning would be a strain on her.

Even so, one thing nagged in his mind… why was her colour aura green? Usually, unicorns and alicorns had auras that matched them in some way, in their fur colour or eyes. Cadence wasn't green in any aspect of her body, so why was it like that? It wasn't exactly much in the way of proof though, he didn't even know what they were supposed to be proving.

He caught her heading to where the girls all were. He picked up the pace, hoping it wouldn't be too late.

"Who goes there?" demanded Luna from her balcony. "Stay indoors, Twilight Sparkle."

"Don't worry, she's with me!" he called up to her.

Twilight had already burst through the door. "Shining Armor's in real trouble! You have to help–"

She stopped talking and Dusk saw why. Talking excitedly, their manes styled elegantly and decorated with flowers, the girls were all wearing beautiful gowns they most certainly didn't have before.

"Dresses? What are you–?"

"Can you believe it?" Fluttershy felt the fabric of her dress, beaming. "We're gonna be Princess Mi Amore Cadenza's new bridesmaids!"

"New bridesmaids? What happened to her old bridesmaids?" asked Dusk.

"She didn't say. But she did tell us that she would love-love-love it if we'd fill in fer them," answered Applejack.

"Seeing as we've been working so hard and everything," put in Rarity.

"And you had your doubts about her."

"Told you she was an absolute gem!"

"You sure this is what I should wear?" Rainbow asked. "Doesn't seem all that aerodynamic."

"I'll see what I can do," Rarity said, leading her off.

"Ray, do you know what happened to them?" asked Dusk.

"Huh?" Ray had been more interested in how Fluttershy was dressed and now blushed furiously. "Nothing's happened, nothing at all, absolutely nothing, I wasn't staring, what are you talking about, shut up!"

Dusk backed away and was dragged out by Twilight, who shut the door behind her.

"Isn't this proof enough?" she hissed. "Her bridesmaids have gone missing, doesn't that tell you something?"

"I suppose but…" He sighed, trying anyway. "There could be any number of reasons why her old ones have gone. Maybe they were a security threat."

"Then why didn't she say anything?" she countered. "What kind of threat could those three mares cause?"

"Looks can deceive," he said pointedly. "It may not be that, it could be something else."

"No, it isn't! She did something to them!" She growled and shook her head. "Why are you doing this, Dusk? I thought you were on my side."

"I am on your side, Twilight, but that doesn't mean I have to agree with what's happening." He stepped forward. "I'm trying to help before you do something you'll regret."

"The only thing I'll regret is if I do nothing, while my brother marries some evil witch!" she retorted. "Why is it that you refuse to see that?"

"Why are you interpreting everything that's happening here as a threat against Shining?"

"Because it is!" she yelled. "Like I said, ignoring the truth when it's staring in you in the face."

"I suppose you'd know." He instantly regretted those words the moment he said them. "Twilight, I didn't…"

"Fine then." Her eyes were shimmering again and she refused to look at him. "If you won't see the truth when it's standing right in front of you, I'll just have to show you, along with everypony else. I have the proof and I'm going to act on it."

"What do you mean?"

"Tomorrow will be my last chance before the wedding. I'm confronting Cadence then during the rehersal, with or without you." She looked up. "So, are you with me?"

He wanted to say yes. He really did, but he couldn't. Not this time. He wanted to say something to make her understand, to explain himself, but nothing came to mind.

She nodded slowly. "Looks like I really am on my own. So much for having my back."

Without looking back, she stalked off into the night. He reached out for her, but words still failed him and he only watched while she walked off alone.

* * *

_Celestia felt like she was floating. Her limbs, her body, every fiber of her being seemed weightless and unburdened, as though in water. She tried to stand, only for her legs to kick and strain without purchase. Her wings stretch out as she struggles to take flight. But something was holding her back. The very air seemed thick and heavy, and the strokes of her wings brought no movement. The unfamiliar sensation of fear began to creep into her stomach. _

_What had happened? Where was she?_

_Her eyes cracked open, pupils dilating as she peered into the gloom. She blinked rapidly, waiting, then willing, than practically demanding them to adjust. The darkness remained absolute. Frustrated, she tried to cast an illumination spell ahead of her. Her horn glows somewhat, and a bright sphere of light shot out from the tip. She is dazzled from the sudden change, and it is all she can do not to slam her eyes shut to ward off the glare. _

_What she saw made her freeze in disbelief._

_The light brought no illumination. It cut into the darkness as though it were puncturing a physical barrier, only for the blackness to coil inwards and snuff it out of existence. There was nothing out there._

_Dread crept into her thoughts, and she twisted her body to the side before sending off another sphere of light into the unknown. _

_Nothing._

_Her head curved and spun, shooting off light into every direction. In every case, the same. The lights met the darkness, and the darkness consumed them. A lightless abyss stretched out around her, and she was alone._

_Her mind raced. Where was she? How had she come to be trapped here? As though in response to her panic, the darkness pressed inwards, and it seemed that she was no longer floating, but being held firmly in place. A fixed point in a sea of emptiness. _

_Empty...alone... _

_She tried to calm down and think. The last thing she could remember...was being in her room...and going to sleep... so then that meant... was she dreaming? Was all of this just a dream?_

_She was dreaming, she knew that much. Though she controlled the sun, even Celestia knew when she had entered this particular realm. Normally, this wouldn't be a problem. Her dreams never were. With her own magic and a passive influence of her sister, it was enough to keep her nights peaceful and undisturbed. _

_This time though, it felt different. She couldn't feel her sister's influence and her power felt dwindled somehow. Whatever might happen tonight in her dream, she wouldn't be able to prevent and she wasn't sure she'd like it._

_Before she coul dwell on this further, she felt a presence against her mind. Expecting Luna's, she reached out towards it with her own...and then promptly recoiled and drew back. That presence... she knew it all too well. And it hadn't been her sister. It was too large...too violent...and far, far too angry. It was something that she'd hoped she would never have to deal with again. _

_For the first time in a long time, she started to become scared._

_Then she started to feel the presence again, drawing closer to her. The darkness around her began to lift, slowly becoming red as strange bubbles begun to rise around her, as though she were in water. Looking up, she saw no surface, the bubbles simply rising on out of sight. _

_And this presence around her... despite her efforts to keep away from it, she felt it coming closer, getting larger against her mind. Even while trying to keep it out of her head, she can tell that it is massive and powerful. She could feel it emanating something dark... a deep burning force that she recognizes as rage. Pure, seething rage directed at her, of such magnitude and power that she herself could feel in her mind. _

_As this happened, the bubbles around her were becoming more abundant, rising up at more frequent intervals and in larger numbers, as though boiling in response to this growing heat and the presence to which it belongs._

_And then she heard the voice around her._

"**Princess…"**

_It was deep and guttural, speaking slowly and deliberately and coming from everywhere at once as it said her name, its voice seething with a mocking tone. _

_The bubbles rising up below her started to coalesce into two large forms ahead of her. Abstract at first, they slowly started to take shape, becoming more round in their new forms. Then the bubbles begin to fade, with colour replacing them. _

_White, red, black...by the time it was done, Celestia found herself staring into two large eyes, red with slit-pupils, and absolutely filled with fury as they stared back at her._

_The voice spoke again. __**"At long last, we have the chance to speak…"**__ It sounded simultaneously amused and malevolent. _

_That fear gripped her even more. Despite her attempts to put on a brave face, even her voice faltered when she found the courage to address it._

"_I command you… release me from this dream."_

_It only laughed. __**"You are in no place to make demands of me."**_

_Desperate, she tried to reach for her sister for aid. The presence cut through her mental reach like a blade through bone and flesh._

"_**I have blocked the link with your sister. It's just the two of us in here," **__it growled._

_With barely contained fright, Celestia slowly asked, "What do you want?"_

_The response was simple, yet menacing. __**"You know exactly what it is that I want." **__It began to rise with every syllabl it spoke, each one like a bolt loosed from a crossbow._

_**"You ponies are naïve. You, and all other races along with you...you are all frail and weak. You and your sister, Celestia, are no different. You are all nothing more than specks of dust; unworthy of the dominancy you have so boldly claimed. I was free...free, with the strength and authority that nature itself intended, while you mortals were permitted to exist, pursuing your meaningless goals in the shadows of greater power. **_

"_**But that time has come and gone, Celestia. You opposed the natural order. Your kind has already felt the consequences of such an act, long ago...and they shall soon feel them again. Your kind has set me for me a repeating cycle of imprisonment...within these ABOMINABLE walls of your own...but if there is one thing I have learned during my time among these worms, it is this: no prison lasts forever.**_

"_**Your kind has insulted me, **_**Celestia**_**. The gravest mistake it has ever made. By having the gall to trap me within such a prison as THIS...it is an insult I will not stand for. I have had many ages with which to mull on this, to allow my anger to grow, awaiting the fateful day... And now...I sense the time is near. I will have my revenge, Celestia. And I will have it soon."**_

_Now, the darkness receded and she began to wish for it back from what she saw. _

_Canterlot was burning. All of its majestic spires and towers had been knocked aside, the grand city only a lifeless husk while the flames ate away at the remains. Blackened and burning too were the remains of her subjects, as devoid of life as her great city. They were all reaching out, like they hoped to find some aid before they had been consumed._

_Her eyes were forced to look beyond that. It wasn't just Canterlot, but all of Equestria. Ponyville, Las Pegasus, Manehattan, Appleloosa, Trottingham. Prance, all of it. All of it was destroyed. Gone. Nothing was left, not even of the ponies who lived there. It was all gone. Her ponies, her subjects… Twilight._

_And beyond even that. The Loveless Lands, every Changeling hive and colony, the Griffin Kingdoms, North and South, the Buffalo Plains, Kubwa Tambarare, all of it. Everywhere was gone and in their place, huge silhouettes towered over them, long necks, hunting eyes and sharp teeth hunting down all that remained._

_And above it all, those eyes, piercing her like knives. _

_**"And when that time comes...your precious subjects will know the mistakes of their ancestors. I will raze their lands, destroy their lives, render all that you have achieved over these years to naught. They will know pain and despair the likes of which has never been seen. They, and all living things, shall perish before me and my kind...and even you and your sister, Princess Celestia...even with your false immortality...you will be helpless to do anything but watch, just as you could do nothing but watch all those years ago! You will only be able to watch as I bring everything you know to an END!"**_

* * *

Celestia awoke, breathing heavily, cold sweat trickling down her face. She was staring up at the celling of her room, wrapped in the silky sheets of her blankets. She was awake… but she most certainly wasn't relieved.

She sat up in her bed and started to think on something in particular. In all of her years ruling, while she had seen things and done things that would likely traumatize any normal pony, she herself had very rarely ever been frightened by anything. One such was Discord, after she and her sister were nearly defeated by him. The only other scenario had been when her sister had turned into Nightmare Moon; she hadn't been scared of her sister, but rather for her sister.

Other than that, she had never been frightened. She had power of the sun and the love of her subjects. She never had reason to.

But there was one thing. One thing that the very memory of chilled Celestia down to her bones. One thing that, where all else failed, truly managed to scare Celestia like a filly. One thing that she had witnessed with her own eyes as it laid waste to thousands of her people, mercilessly slaughtering them while they struggled against it, while she had at the time been helpless to do anything but watch. One thing that she hoped, though she knew otherwise deep down, she would never have to deal with or think about again.

And that one thing...was now underneath her roof.

* * *

So yeah… that…


	5. A Bride Unveiled

**A Bride Unveiled**

It hadn't been an easy night of sleep for Dusk, once again in Twilight's old study suite at Celestia's School. He would have been sleeping in the castle suite he was meant to be sharing with Twilight, but having found the door locked when he tried to get in, he had to find somewhere else to spend the night. He just hoped nopony would mind the fact that he'd needed to sneak in.

The reason for why he had been kept awake would be obvious to anypony who knew him. It wasn't for this supposed threat on Canterlot or whoever might have issued it. It hadn't been for his nightmares that he was kept awake last night, although they had been steadily creeping back when he had tried to sleep. For these sins that kept him sleeping, it had been the result of a far more recent act.

All night he had battled in his mind, wandering if he'd done the right thing to give Cadence the benefit of the doubt regarding her indecent behaviour or if he should have banded with Twilight against her, when all the others had seemed to leave her. Even with that and the weighing guilt that pressed on his mind from the indecision, he still hadn't been able to figure out the answer.

He'd tried looking at it from both ways. On the one hoof, Princess Cadence's actions did seem justifiable when looked at from a reasonable standpoint. Of course she'd be stressed from having to handle all the wedding preparations, as well as for the wedding itself. Anypony could understand her attitude with that. He understood what a day of stressful situations could do to a pony, though he hoped Cadence wouldn't have the same problem he had…

The same could be said for Twilight, with her reaction towards the wedding and how easily she could make a problem from something. But then it was Twilight… with these things, it usually was Twilight…

He rose from the bed, not that he'd actually slept much and crossed over to the window. Celestia's sun was just breaking over the horizon. The wedding rehearsal would be in a few minutes, not long after the wedding itself. Twilight would be venturing today to stop the former before the latter could begin, to save her brother from the mistake he might be about to make.

Dusk sighed and stared down at his necklace half, gazing into its lavender, sparkling depths.

He hated being at odds with her. He always preferred to stand by her, whatever decisions she might make. He might occasionally disagree with her, but they'd usually find some way to compromise, especially considering what happened the last time they had a fight. He would always want to see her happy, rather than displease like he had done. He would want to join her, take her side on this.

But then that was the other problem. Cadence's actions could be both justifiable considering her stress, but also questionable considering what he knew from when he'd met her. Again, he just didn't know where to stand on it and therein lay the root of the problem. It had just managed to get itself tangled in everything else.

He just wasn't decided on Cadence's actions and what they meant. She'd been so nice when he'd met her, yet she'd been so rude as of late, among other things. Treating him with a kind of indifference she hadn't done last time. Could it be that she had just been putting on an act for that time and she had always been this unpleasant? No, that didn't seem to fit. Did she need to maintain an image? And yet ruin her reputation at the same time? Did she want to appear a proper princess? But Luna and Celestia were both so kind…

"I just don't know," he murmured aloud. "What am I supposed to do?"

At the minute, it didn't look like there was anything he could do. He didn't want to confront Cadence without proper facts and reasons, nor could he dissuade Twilight from doing so. He couldn't really ask the others, for they would all be too busy with the wedding and just repeat what they had said last night.

He gazed again out of the window, noting the increased guards and the barrier that surrounded the whole city. It might be tough on the citizens and he might not be comfortable with such a display of military force, but at least they'd be kept safe. It was a good thing that Edge and Tube had been captured by the Changelings. The last he thing he needed was those two causing problems here with their third party… whoever he might be…

He had a good idea as to whom, as much as he didn't want to think about it…

Deciding to take his mind off of it for now, he turned to Twilight's books. Since Luna had mentioned about learning about the other lands of Equestria and since it was a while he'd read something factual that wasn't about magic, it seemed sensible to do something a little more productive with his time. Maybe the answer would come to him while he worked.

He cast his hoof along the World Studies section, looking under C and came across a book entitled _Changelings- A Comprehensive Guide to Changeling Society. _He pulled it down from the shelf and crossed over to a table. Checking the contents, he turned to a section on their general culture, remembering how Luna had mentioned hives and colonies.

Finding the page, he read:

_Culturally, the changeling is diverse. While they share the same language (a series of clicks, whistles, and hums in varying lengths and tones) the vocabulary is somewhat different depending on the area or even the caste. Miners speak with different vocabulary than soldiers or breeders, for example, but the differences are small enough to make a large, centralized union possible. Changelings are capable of learning other languages, and have shown little to no difficulties in adapting to different styles of speech._

_The details of Changeling government varies, and the Swarm is just one manifestation, but most commonly it is a form of communistic government and the individual values others before himself, making them very productive and allowing their populations to expand far faster than ponies or other races. There is no "hive mind" of any sort, every changeling works and thinks independently._

_There are two distinct styles of changeling society, and this is important to note. There are colonies, which are small settlements or towns independent of the Swarm, or any other settlement for that matter, and there are hives, which are far more militaristic and brutal. Think of them like Athens and Sparta. Colonies are responsible for most of the cultural and technological innovation of the race, while hives seek nothing more than conquest and expansion. The most well-known hive is the Swarm, led by Chrysalis._

Dusk found himself intrigued by this, realising what Luna meant when she said that hives didn't have prisons. He had done some vague reading on the changelings one time, but it had been a long time ago and nothing in depth. Despite all that was going on, he was rather glad to make up for it now.

Remembering that Luna had also mentioned about ponies and changelings not having the best of relations, he turned to another section in the contents on that to find out why.

_Changelings and ponies shared important interactions whether either side wants to admit it or not._

_Early records of changelings from the perspective of ponies come from ponies' (admittedly well documented) accounts from journals and diaries as they travelled and spread out across the land. The earliest writings illustrated a cautious, but not quite hateful opinion. Changelings were described as "bug ponies" and their manner of speech was called "curious." Early ponies traded and exchanged ideas with the changelings, and for a while all seemed like it was quite amiable. But the good relations did not last, and ponies, for whatever reason, began to hate their changeling neighbours, calling them "demons" and "soul-suckers." Exactly why the sudden massive shift in relations occurred, none know. Changelings were forced into caves, burned at the stake, and lynched until there were few in sight, and in the generations that followed, they were known to little but the most studious of scholars, whom took an oath never to mention them for fear of public backlash at the sad piece of history._

Dusk sighed quietly, his feelings of shame coming back when he remembered how violent their race had been in the early days. Not that they were perfect, but he found himself feeling sorry for the changelings and could definitely understand why they'd feel more than a little hostile towards his kind.

It would be rather curious that Edge and Tube would attempt to flee to territory where they might actually be treated worse than if they stayed here… very curious…

All of a sudden, Dusk's mind was in a whirl. It_ wouldn't_ have made sense for them to hide in changeling territory if they were just on the run. They could have just gone somewhere far away from Canterlot and remained underground, relatively undetected. It didn't add up that they'd go somewhere they might be killed.

Unless they could somehow offer themselves to some sort of attack. That would mean a threat to the capital of Equestria, to Canterlot… like the one that had been made already. Tube might offer knowledge and Edge had access to Canterlot, was part of the guard. Such a person would be invaluable to an attack. He might not be a fighter, but he knew he would want first-hoof knowledge if attacking somewhere.

And if the changelings could take the form of anypony as their name said…

He flicked hurriedly to the section on changeling biology. He scanned the page until he found what he was looking for, a diagram of a changeling using its power to transform into a pony. A small caption came with it.

_An example of changeling transformation, accompanied by a distinctive magical aura, commonly green among their kind._

Green… like Cadence's aura had been when she'd used that spell on Shining. Cadence, who had been acting sinister, rude and discourteous to everypony. Like she was above everypony, like she wasn't herself… because she wasn't.

A growing sense of dread gripped Dusk in that instant, as did very clear understanding as to what was going on. It might not be accurate to call her evil, but Twilight was definitely right to be concerned about Cadence. And she was going to confront her on her own.

Hoping he wasn't too late, Dusk shot up from the table and barged through the doors, galloping as fast as he could to the wedding venue.

* * *

Twilight was already striding down the corridor towards the door, armed with her certainty and fuelled by her anger at the sheer injustice of what was going on. She had chosen to do it now, so that Cadence would be exposed in front of everypony. With all that she had seen now, they would have to believe her.

It wasn't just what was happening with Cadence that made her angry. How could Dusk not be on her side for this? The others might be all caught up in what was going on, but she expected him to agree with her and to support her in this. They'd both seen what had happened and yet he continued to deny it, just like her friends. Being stupid again like he could be at times.

She forced herself not to be disappointed. She said she would do this, with or without him and she would do just that. She didn't know what had happened to the Cadence who'd smiled while she told her everything she loved about Dusk, who had comforted her after Dusk had succumbed to her darker side. All she knew was that her brother was making a mistake and she would have to act before he did.

As she approached, she could hear Shining's voice echoing from inside.

"Hey... has anypony seen Twilight?" he asked.

She timed it just right, opening the doors and glaring over at them.

"I'm here!" she announced. "I'm not gonna stand next to her! And neither should you!"

Shining grimaced uncomfortably to his bride. "I'm sorry, I... I don't know why she's acting like this."

"Maybe we should just ignore her," she muttered darkly.

"You have to listen to me!" insisted Twilight, determined not to be put down.

"Oh, goodness! Are you okay?" asked Fluttershy.

"I'm fine," she replied shortly.

"Ya sure about that?" added Applejack pointedly.

Pushing her Stetson over her eyes, Twilight pushed past her. "I've got something to say! She's evil!"

Shining stood protectively in front of her, while her friends murmured with concern behind her. The guards at the door also exchanged some disapproving words. She ignored them and pressed on.

"She's been horrible to my friends," she accused, teleporting behind her and advancing, "she's obviously done something to her bridesmaids, and if that wasn't enough, I saw her put a spell on my brother that made his eyes go all-" She demonstrated by rolling her eyes.

The others all looked at Cadence expectantly. She tried to smile, but Twilight got right in her face and backed her against the wall, smiling triumphantly herself. There was no way she could back out of this now she'd been exposed. She was ready for anything she might do.

Until she started crying. "Why are you doing this to me?!"

"Because you're evil! Evil!" she repeated, teleporting to the door when Cadence ran out crying. "And if I don't stop you, you're gonna ruin my brother's life!"

Satisfied that she'd proven her point, Twilight strutted back up the hall… only to bump right into her big brother. He was giving her the same look he'd given to Dusk one time. Only this time it was directed at her and she couldn't say she liked it.

She tried to smile, but he remained in a visage of anger.

"You want to know why my eyes went all-?" He rolled his eyes and cringed from another headache. "Because ever since I started having to perform my protection spell, I've been getting terrible migraines. Cadence hasn't been casting spells on me. She's been using her magic to heal me!"

She tried to take a breath to speak, suddenly not feeling as certain, but he ploughed on.

"And she decided to replace her bridesmaids because she found out the only reason they wanted to be in the wedding was so that they could meet Canterlot royalty! And if she hasn't been on her best behaviour with your friends, it's because with me being so busy, she's had to make all the decisions about the wedding!"

"I was just trying to–"

"She's been completely stressed out because it's really important to her that our big day be perfect! Something that obviously wasn't important to you!"He gasped from another migraine. Twilight tried to reach for him but he pulled away. "Now if you'll excuse me, I have to go and comfort my bride. And you can forget about being my best mare. In fact, if I were you, I wouldn't show up to the wedding at all."

Those words hurt her more than the most horrible of tortures. She looked to her friends, but they were all staring in shock from her outburst. None of them had any pity to give her.

"C'mon, y'all. Let's go check on the princess," suggested Applejack.

They didn't even look at Twilight while they hurried out.

"I was–"

But Celestia's icy tone finally hammered in her mistake. "You have a lot to think about."

She could already feel the tears start to flow down her cheeks when the doors slammed behind her. Maybe they were right after all about her being overprotective. She could have gained a sister from this but instead… she'd just lost her brother.

"Looks like Dusk was right," she murmured, lying on the stairs in a heap.

_He was my big brother, best friend  
Forever...  
And now, we'll never do anything  
Together..._

In her despair, she looked up at the sound of hooves, of another hoof brushing her comfortingly. At first, she thought it was Dusk, but looking up she saw it was Cadence. She'd somehow gotten back in and she was no longer crying.

"I'm sorry!" she sobbed.

Cadence continued to smile… even as something green flashed in her eyes.

"You will be." Her horn too flashed green.

Twilight's eyes narrowed when she realised, too late, that a circle of green flames flared around her, trapping her in place. A barrier surrounded her, making it impossible to escape while she sank into the floor.

The last thing she saw was Cadence leering through the flames… and the sound of Dusk calling her name reached her ears before she descended into darkness.

* * *

Barrelling through the next set of doors, Dusk picked himself up off the floor, ignored the throbbing in his head and galloped on. He needed to find Twilight and enlist her help to convince the others that Cadence wasn't who she said she was. With any luck, there was still time.

He dived around the corner, almost knocking over a suit of armour and saw a white-furred pony look up in shock.

"Dusk! My word, darling, you gave me quite a fright!" remarked Rarity as he galloped up. "Whatever is the matter, dear? You look like you've just run a mile."

"Feels… like it…" he panted. "Twilight… where…?"

"Ah, I see." She nodded in grim understanding. "I can see why you feel you'd have to support her in her accusations against Cadence, but you really did do the right thing by staying out of it."

"You mean… she's said?"

"About how her soon to be sister-in-law is evil? Yes, you missed that part I'm afraid," she said sourly. "Really, I know he's her brother, but I expected Twilight to have a little more decency than that. Poor Cadence, ran straight out of the rehearsal weeping floods, the poor dear. We've all split up to try and find her, help calm her down."

He was too late then. "No…"

"I'm afraid it's true. She should still be in the hall and I suggest you go in there after a few minutes and try and talk some sense into- Dusk! Dusk wait, come back!" she called, when he shot off again. "I really think she's best left alone for a bit!"

He ignored her, rounded a corner, ran up the stairs and shoved open the doors with his magic. The first thing he saw was a ring of green fire descending into the floor, a flash of lavender in its poisonous depths.

"Twilight!" He practically dived after her, but hit the empty floor with a hard smack. She was gone. "NO!"

The spot still felt warm from the flames. He really was too late… he should have realised this sooner, been here to help back her up. Now, she was gone and Celestia knew where she was. But he wasn't the only one to blame here.

"Oh… oh my goodness! Did you see that?" He raised his head slowly to look at Cadence. "Something happened to poor Twilight! We need to-"

"Drop the act," he said sharply, his fury taking hold. "I know it was you who did that."

"Me?" Her innocent expression faltered a moment. "Why would I do such a thing? I'm-"

"An imposter," Dusk interrupted. "One who would strike at Canterlot at its very heart, by posing as the blushing bride and leave you in the perfect position to attack from the inside. You wouldn't get the suspicion of the guards, you could find a way to drop the barrier and nopony would be any the wiser. If anypony tried to stand in your way, you could easily get rid of them, like you did your bridesmaids, like you did with Twilight. And I advise you to think very carefully before you try and do the same with me, changeling."

Silence followed as his last word seemed to echo around the room. Cadence's expression remained impassive for a few moments, before twisting into a horrible smile.

"Well, aren't you a clever little thing?" she sneered. "Would you like me to give you your reward?"

Dusk saw her horn glow and made the shadows around him move slightly, summoning a few balls of light around his body. They glowed violently and she hesitated when she saw them, obviously not recognising the magic.

"Like I said, I advise you to think carefully," he warned. "I'll not like it, but I will fight you if you give me no other option."

"And the guards will come running, to find you assaulting the princess in Canterlot itself," she gasped dramatically. "What will they think of that?"

"I think they'll be more interested when I wear you down, enough so you'll drop your disguise and show us all what you really are," he countered. "What will they think of that?"

She paused again. "Do you want to risk that?"

"Do you?" She didn't answer.

Dusk shook his head at her, creating light forms of ponies around him to act out his words while he sang.

_This day is going to be perfect,  
The kind of day of which you dreamed since you were small,  
Everypony will gather 'round, see you look lovely in your gown,  
What they don't know is that you have fooled them all_

The imposter Cadence looked around at them and only smirked all the more, acting in the parody of a pampered princess.

_This day is going to be perfect,  
The kind of day of which I dreamed since I was small,  
And now my dream's come true, nopony not even you  
Could even hope to bring about my fall._

Dusk took it up again, continuing to circle her, again making his forms appear in time with his words.

_You could care less about the dress,  
You won't partake in any cake,  
My Twilight was right to say  
That you're a fiend unseen, your thoughts and deeds obscene  
I was blind to try and doubt it all._

_This was all part of your plot  
To take over Canterlot  
But I can still stop you here, right now!_

The imposter only laughed in his face, almost making him back off a little. She held up a crystal and showed it to him, terror gripping him when he saw a familiar form materialise within it, trapped and surrounded by crystals.

_You think to fight fate before it's too late  
Find a way to save the day?  
Hopes will be dashed when I say  
The mare that you so care for, the one your heart beats for  
Will never again see the light of day!  
Yes Twilight Sparkle is now doomed  
Trapped down in the gloom  
Keep your mouth shut or watch her be consumed!_

Dusk looked back and forth between Cadence, the changeling, and Twilight, trapped down in the crystal caverns. Those caves ran deep and he had no idea where she was down there. She was in danger and he needed to keep her out of even more. He did the only thing he could.

_Fine! I'll keep quiet, play along!_

_See you do or her pain, I'll prolong._

_But be sure my vow is heard, if you do not keep your word  
Rest assured I will…_

_You couldn't be more wrong!_

Cadence laughed again and Dusk couldn't do anything except glare at her. And hope he might actually get a chance to do as he'd just promised.

* * *

Twilight opened her eyes to all-encompassing darkness. Scared, her knees shaking a little, she lit the tip of her horn and yelled when she saw somepony else staring wide-eyed back at her. She scrambled back before realising that it was her reflection. The light off her horn seemed to reflect off hundreds of faceted surfaces.

She was surrounded by crystals, some like large mirrors, others pointed wickedly at her. She couldn't see anypony else at all. She wished her friends were here. That Dusk was…

"Hello? Is anyone there?" she called. She heard a loud thud and echoing laughter, spinning around for the source. "Where am I?"

The answer came in the form of Cadence, appearing in one of the crystals. "The caves beneath Canterlot, once home to greedy unicorns who wanted to claim the gems that could be found inside. And now, your prison."

"Help! Help!" she cried, galloping away.

Cadence laughed again. "It's no use. No one can hear you. And no one will ever think to look for you, either."

"Somepony might!" she yelled, though her voice sounded small down here.

Another mocking laugh echoed in her ears. "Oh, is that what you think? You think your handsome stallion will ride in to rescue you? A nice dream, but I'm afraid he won't be going anywhere. Right, little Dusk?"

All of a sudden, his face appeared in the crystal. It gazed at her, imploring and desperate.

"Twilight! I'm… I'm sorry." He looked so ashamed, making her forget completely why she had been angry with him, just wanting him back. "It looks like you were right… as usual."

He reached out at almost the same time he did. She parted her lips to speak his name, as if it would summon him here with her, but it was replaced by Cadence's leer again.

"You see, it's hopeless," she sneered. "Most ponies have forgotten that these caves even exist, which is why they are the ideal place to keep the ones who try to interfere with my plans."

"Plans? What plans?" she asked fearfully.

"The plans I have for your brother, of course," she said brightly.

She forgot her fear a moment, her temper flaring. "Don't you dare do anything to my brother, you... you monster!"

"And after that, who knows? I might make something up for your little sweetheart, just so he doesn't feel left out."

"YOU LEAVE HIM ALONE!" she roared.

"Only way to stop me is to catch me!" She laughed while Twilight fired off a bolt of magic, which reflected off a crystal and bounced around. "Over here!"

She didn't stop, wouldn't stop laughing and each laugh only made Twilight angrier. It was irrational, it was stupid and she didn't care at all. She fired shot after shot, trying to hit her while she mocked her and her laughter echoed in her ears.

Finally, one of her bolts had an impact, blowing away part of the wall. The smoke cleared, revealing the one who had trapped her down here. She looked up and her eyes widened at the livid expression on Twilight's face.

"No! Wait!" She dived and pinned her to the floor. "Please! Don't hurt me! Twilight, it's me! Please, you have to believe me. I've been imprisoned like you. The Cadence who brought you down here was an imposter."

"Likely story!" she snapped.

"What if I told you something only I could? That she would never know about?"

"Like what?"

"Like when I helped you right when you needed it the most, when only I could." Twilight froze at those words. "I can still remember that day, when you thought the one you loved was lost forever, consumed by darkness. You looked so helpless, so heartbroken, because you blamed yourself and you thought there was nothing you could do to help him. It even broke my heart to see you like that. I don't think I'd ever seen you so upset."

Twilight remembered too. She'd never forget when she thought her heart would just stop beating altogether.

"But you made it and you pulled on through. You found your strength again, the strength that I've only seen has now grown and you used it to rescue him." She managed a nervous smile. "All with a little help from me, of course."

"Right after I told you the how and the why," she whispered. Now, she returned that smile and threw her hooves around her again, like she did that day. "It really is you."

"Yes, it's me." She pulled back from the hug, looking contrite. "I'm sorry for any harm that the imposter caused in my place. If she did or said anything to you, I promise that I'd never say anything like that, especially not to you."

"It's okay, Cadence," insisted Twilight. "It's not your fault that this has happened. I don't blame you for… for anything."

She felt a catch in her throat when she was reminded of why, until she had found Cadence, she was down here alone. It might not be her fault entirely, but she still felt an amount of guilt for the words that had been exchanged between them.

Cadence didn't miss it. "Something did happen, didn't it? Please tell me it wasn't anything between you and Dusk."

"Actually… it was." A small tear flowed down her cheek. "With all that the imposter was doing, I thought she was… evil. Looks like I was right, but Dusk insisted it was just your nerves acting up from the wedding. We had a bit of a fight and… he left me alone, so I left him alone."

"Twilight, it's not as bad as you think," she soothed. "Even the best of couples have a fight now and then. Shining and I have a few times. What's important is that you find a way to forgive each other and to make sure it doesn't happen again."

"I don't know, Cadence," she sighed. "I just… I practically accused him of abandoning me to face this alone. I know I'm sorry for what's happened but… I'm not sure if he is."

Cadence thought for a moment. "I could hear everything that the imposter was saying, before you found me. She showed you Dusk in the crystals, didn't she?" Twilight only nodded. "Well, that settles it then. She could only have done that if he was in the room with her, like you had been."

Twilight caught her meaning. "Before she trapped me in here… I heard him calling my name."

"Doesn't sound like he abandoned you to me," smiled Cadence. "I think he came to his senses and realised you were right. Stallions usually do in the end. He was just a little late this time."

Twilight couldn't help but giggle. "That certainly doesn't sound like him. I suppose we can't blame him. Stallions are kind of idiots."

"As I've noticed," laughed Cadence. "Still, that's what we mares exist to do: keep them on the right track."

She felt another pang of guilt. "Even so, I still might have hurt him for what I said.

Cadence cupped her cheek. "Do you feel sorry for it now?"

"I do…"

"And do you think he does?"

"I hope so…" She remembered the look on his face in the crystal. "No, he does."

"Then there's no problem. You two can just talk about it when all this is over." She smiled softly. "I can sense the love between you has only grown stronger. I don't think you're going to let it break over something like this."

"No, I don't think so either." She hugged her again. "Thank you, Cadence."

"Happy to do it," she said sincerely. "Just remember that if you ever have any doubts or you need advice, you just drop me a line, okay?"

"You do seem to be very good at this," she remarked. "Maybe we should send you our relationship letters instead of Celestia."

"Who says I haven't been getting them?" She smiled a little wider. "Well, I am the Princess of Love after all."

Twilight was about to respond when she heard the laughter echoing through the caves again and was reminded of what was at stake.

Her expression hardened when she looked at Cadence. "We have to get out of here. We have to stop her! You helped rescue my love, now I'm returning the favour."

"And I'm very grateful for it," replied Cadence. "It's too bad Dusk isn't down here with us. He could have found a way out."

Twilight was confused. "What? Why would he know a way out of here?"

Cadence only smiled. "You should ask him sometime where exactly he got that Lover's Diamond. I think you'll be surprised."

Twilight would have asked further, but she dismissed it for now, knowing they had more important matters to attend to.

"You think we can find a way out?" she asked, galloping alongside her.

Cadence nodded once. "Even if we do have a bit of trouble, I'm not going to give up. After all, you didn't."

* * *

"_Don't you feel privileged, little Dusk? To be one of my Shining's groomsmen as well as providing your magic for our dance?"_

"_He's not your Shining and this isn't your wedding."_

"_He is now, since he's under my complete control. He does love me so."_

"_That's not love, that's twisted."_

"_I'm sorry that you see it that way. I thought you were supposed to be a romantic."_

"_Surprisingly, kidnapping the bride and replacing her at her own wedding doesn't strike me as very romantic."_

"_Well, since there doesn't appear to be any other brides willing to marry Shining, I'm sure Cadence wouldn't mind me stepping in. We wouldn't want the cake to go to waste, would we?"_

"_How considerate of you. Even with me, giving me a position in which I'll have to stand with you up on the alter."_

"_I just want you where I can see you. It would be a shame if you had to suddenly leave the wedding without telling me first. That wouldn't be very considerate, would it?"_

"_Of course not. With you being so generous, it would be ungrateful if I did anything of the sort."_

"_I knew you'd see it my way. Now, get dressed. I'm sure you look very dapper in a tux."_

"_Just tell me one thing. You're obviously not Cadence, we're agreed on that. So who are you? Really?"_

"_I suppose I might as well, since you figured it out. I am Queen Chrysalis."_

"_Of the changeling hive, the Swarm?"_

"_You have done your homework, haven't you?"_

"_I pride myself on my intelligence, as I do my promises. Just so you know, the one I made to you still stands."_

"_I'm sure it does. Well, I'll see you at the wedding, Dusk. I'll try and toss you the bouquet. Maybe I can come along to your wedding too."_

He was still seething a little in the wake of that exchange. He cursed himself for not acting sooner, for siding with Twilight when he had the chance. Now, he was as much a pawn in Queen Chrysalis's game as the rest of them. They didn't even know…

Dusk's necktie felt a little tighter, adjusting it again. The guests were already starting to file in for the wedding. Everypony was taking their seats and he now and again caught the eye of some of them. In particular, Twilight's parents were near the front. Her father smiled genuinely, while her mother's was more strained. He returned it, wondering how they'd react if they knew what had happened to their daughter.

He tried to keep himself calm. Chrysalis had made it clear that he was to be on his best behaviour, lest anything else happen to Twilight. Since the girls were outside with her, waiting to come up the aisle and Ray would be somewhere in the sheer mass of guests, he hadn't the time to warn anypony about what was happening. He didn't really want to risk it either, in case Chrysalis spotted him.

Even now, he felt like she was watching him somehow…

"To say you look a little nervous would be an understatement." Dusk flinched a little from Ray's comment. "And I think that proves my point."

He took a deep breath. "Sorry, Ray. You just startled me."

"Yeah, I tend to bring about that reaction," he shrugged. "What's up, bud? Wait a sec, where's Twilight?"

Perhaps this was his chance. "I um… I don't know. Everything's fi-"

"Yeah, you're not even really trying to lie this time," he noted. "Don't try denying anything. What's wrong?"

"Ray, there's-"

"Excuse me, sir, shouldn't you be in your seat?" a guard asked gruffly.

"Hm? Oh yeah, sorry," Ray apologised, though he remained a moment. "We'll talk later, okay?"

"Yes. Yes, of course," replied Dusk hollowly, watching him be escorted away.

Looking down the aisle, he glimpsed her through a crack in the door, smiling deviously and pressing a hoof to her lips before moving away. She really wasn't taking any chances. But this was Ray, he must have noticed something.

He didn't even know. Right now, there was nothing else he could do. He had to have faith in Twilight. She'd find a way out, she always did.

* * *

Thank you again to Thyrisom for letting me use his guide in this story. The lyrics were obviously my re-worked version of This Day Aria.

Just so you know, my writing may become hampered soon, due to me having to get ready to go to university and then settling in once I get there.

Okay, I think we've had build-up long enough, don't you?


	6. They're On The Bride's Side

**They're On the Bride's Side**

Dusk had no ideas. From being with the girls and facing a number of seemingly hopeless situations, he had come to learn that there was always a solution if he just had the time to think. If he didn't come up with something, then Twilight or any of the others might have an idea. They'd always be the ones to come out on top.

This time though, he just didn't know. He had tried to think of something, anything to help get out of this situation, to act against the changeling queen before the wedding was over. But he couldn't come up with anything. He was on his own. Twilight was trapped somewhere down in the crystal caves, Chrysalis was poised to complete her plan and all of his other friends were too caught up in the wedding to even notice.

What was there he could do? Chrysalis was only mere feet away, watching him to make sure he didn't try anything. Even if she wasn't watching, the hundreds of guests and guards here would. Even if he did escape, he wouldn't get far. As much as Luna had been training him, he doubted he could overcome the forces of Celestia's Sun Guard. The princess herself might even step in if things got out of hoof.

There was nothing. Chrysalis was holding all the cards in this game. Celestia was already half way through the ceremony. What could he do?

He looked down at his necklace half, gripping it. He could almost feel the warmth of the magic that lay inside it. Twilight's magic, who even when she acted alone, she hadn't given up. She had tried and he had been a fool to not see that she was right all along. She'd known it and she'd still acted and she didn't even know what he knew.

Still, his mind was still a blank. He had to have some idea of what to do and he didn't even have that. Until Celestia herself gave him some inspiration.

"If there is anypony here who objects to this union, let them speak now or forever hold their peace."

Everypony else in the hall remained silent in the wake of this offer, but Dusk's mind was already starting to spin again.

He let his hoof fall and looked up, his helplessness dwindling. He might have not much in the way of options or even a plan. Twilight might be trapped, but he knew deep down that wouldn't stop her. She'd find a way out and they'd manage to expose the queen. He just had to try and do something before she arrived. The idea came to him there.

He could do something. He could stall her.

"Actually, I do," he declared, in as bold a voice as he could muster.

The respectful silence became stunned following that. He was sure that everypony from Twilight's parents to his friends were all staring at him like he'd gone mad. But he didn't look at them. He only had eyes for Chrysalis, who managed a contemptuous smile.

"Dusk," Celestia said in a warning tone, "what is the meaning of this?"

"I'd say that's fairly evident, Highness," he replied as calmly as he could. "I'm preventing you from making a very big mistake, an oversight that's escaped your notice."

"Which is?"

"That these vows are invalid. You asked if Shining Armour and Princess Cadence would be willing to spend their lives together and that's half right. That is certainly Shining Armour, but she," he continued, raising a hoof to point, "she is not Princess Cadence."

Now, everypony was shocked out of their silence and mutters began to grow from the crowd like a distant thunder.

"Dusk, what the hay do you think you're doing?!" Shining demanded angrily.

"Isn't it obvious, dear?" Chrysalis asked. "Twilight's his marefriend. She's put him up to this to ruin our perfect day!"

"Well, I'm stopping it right here. Seize him!" he commanded.

The guards posted at the door sprinted around the room towards him, attempting to cut off his escape. But Dusk had no intention of running. Instead, he made tendrils rise out of their shadows to grab their legs and hold them in place.

Shining made for him instead, but he got the same treatment. He wouldn't be able to hold them for very long though, so he had to make this count.

"What are you doing?! Let me go!" the captain shouted.

"I'm sorry, but I'm afraid that this is necessary for what I have to say," he said, stepping forward.

Unfortunately, the girls did too, moving to intercept him.

"Okay, looks like we have to deal with this," said Rainbow, stretching her limbs. "I don't wanna do this, Dusk, but I will if you don't cut this out, now."

He made the shadows lap around their legs. "Ladies, if you force me to, you'll get the same as them."

They hesitated, backing away unsurely. Dusk hated to see the confusion and even hint of betrayal in their faces, but he had no choice.

"Dusk, be reasonable!" pleaded Rarity. "There's no need for any of this!"

"Yeah, we understand if Twah'light put ya up to this," Applejack continued. "But there ain't no need ta go further than ya already have."

"Interesting that you should mention Twilight," he remarked. "Because, as Ray has pointed out, she seems to be distinctly absent from this affair."

"Dusky, even I don't need to be psychic to see that," Pinkie tried. "But she got all up in her britches about her brother and she wasn't allowed to come. She made poor Cadence cry by calling her evil and that wasn't very nice."

"It wasn't very nice she couldn't come to the wedding either," added Fluttershy, "but it won't help being angry about it. Please, big brother, just stop. Please."

"I'm afraid I can't, little sister," he said softly. "Not until I've said what I have to."

Celestia's expression grew harder. "Dusk, this is your final warning."

It was everything Dusk could do to ignore her and raise his voice.

"As I've said, Twilight Sparkle isn't here because she was prevented from coming to the wedding," he began. "In a way, that's true, because she's currently trapped in the caves beneath Canterlot and this charlatan is the one who put her there!"

"Stop it!" She was putting on a crying act now. "Why are you doing this to me?!"

"I think you said the same thing to her, before you trapped her down there for interfering with your plan to take over Canterlot," he pressed on. "After that, you threatened me to keep quiet about it, hoping that my fear would hold my tongue, but you were wrong. Because while I may abhor violence, I am always willing to fight for her, no matter what."

That smile came back. "Your love for her… really is strong, isn't it?"

"I suppose you would know, being the expert of it," he returned. "I've played your game long enough and I refuse to be a pawn in it any longer. So, why don't you tell them who you really are, Chry-!"

He was cut off when two strong hooves grabbed him and heaved him to the floor. The guards had broken free of his restraints and had followed their captain's orders. He tried to raise his hoof, but they had him in a lock that might break his leg if he tried anything.

"I've heard enough." He could see the princess shaking her head. "I have to say, I'm very disappointed in the both of you. I expected better."

"Princess, please…"

"I'm sorry, Dusk, but you leave me no choice." She waved a hoof. "Take him outside and don't let him back in until the ceremony is completed."

"No, stop!" he yelled, trying to struggle against his captors. "You have to listen to me! She's an imposter! She's a change-!"

"Get him out!" shrieked Chrysalis. "Get him out, he's ruining everything!"

He tried to use his magic, but they twisted his leg until he stopped. They were stronger than him, he had no way out of this. Guests were watching the spectacle, shaking their heads and muttering disgruntledly. Shining looked livid, the girls ashamed, Chrysalis silently triumphant.

At least he'd tried… but was it worth it?

The doors burst open, but they weren't even half way down the hall. Another voice echoed around the room that made him realise that it had been.

"Stop!" Twilight Sparkle stepped in, glaring at the guards with a look that could kill. "Let him go right now or I swear, I'll make you!"

Dusk let the smile break out onto his face at the sight of her. Now, they could finally act, even if it was still their words against everypony else's

"Twilight, Dusk, both of you!" Clearly, Celestia's patience was at its end. "This has gone on long enough. I'm going to have to ask that you both leave at once before more drastic steps are taken."

Chrysalis made an annoyed sound. "Why does she have to be so possessive of her brother? She affected a sob when Celestia looked taken aback. "Why does she have to ruin my special day?"

But she wasn't alone. "Because it's not your special day! It's mine!"

The whole room gasped collectively as Twilight's companion stepped up.

"Cadence!" Dusk's smile grew when he saw her too. She looked a little worse for wear, but that didn't look like it would stop her. "The real Cadence?"

"The real Cadence," she confirmed, smiling at him. "Good to see you again, Dusk."

"Likewise," he returned. "You're looking well."

She looked herself over. "I don't know, I think I've had better days. Bedraggled and beaten doesn't really suit me."

"It could be a lot worse."

"Careful, Dusk. I'm engaged and your marefriend is standing right here."

"A gentlecolt always takes the time to compliment a lady. Congratulations, by the way."

"Thank you. You'll have to excuse the entertainment." She turned her glare to Chrysalis. "I never did much like impressionists."

"Silence!" snapped the changeling. "How did you escape my bridesmaids?"

"Easy." She exchanged a smirk with Twilight. "Even under mind control, the allure of catching the bouquet was too much for them."

"Hmph. Clever. But you're still too late," she sneered.

"Ah- ah don't understand," stammered Applejack. "How can there be two of 'em? Dusk, was this what you were tryin' ta tell us?"

"Indeed it was," he affirmed, standing now the guards let him go. "Cadence, I think you can back me up that you are the genuine article."

"I am." She pointed at her doppelganger. "She's a changeling. She takes the form of somepony you love and gains power by feeding off your love for them."

Chrysalis' eyes and horn flared green in anger. Her back hunched, surrounding her body with the same green flames she used to imprison Twilight. Only this time, they erupted into a funnel of flame, forcing everypony nearby to cover their eyes.

Through the flames, Dusk could make out the transformation. It was like the fire was peeling away pieces of her body. Pink became black, fur became chitin, feathers withered away to expose transparent membranes. Finally, the fire died and the true form of the changeling queen was revealed to all.

Even with the horrors he'd seen, this was a new one for Dusk. She was tall, even towering over Shining, even matching Celestia in height. Her whole body was a black, insect-like carapace, dark as a stormy, starless night, except for a green piece of chitin over her midsection, where her tattered wings emerged from. Her horn was jagged and huge, twisted, a small crown with blue orbs set beside it. Her teal mane and tail were ragged and torn, holes near the bottom matching the ones in her wings and even the bases of her legs.

But if her body was horrifying, her face was like none he'd ever seen. Her oval-like eyes, like the magic she used, were a poisonous green, set against by black, reptilian-like pupils. They were elongated, stretched almost too far to be normal, burning with a lust for power and for conquest. To consume. Like the insects her form so reminded him of. She licked her lips hungrily, exposing sharp fangs like a vampire's.

"Right you are, Princess. And as queen of the changelings, it is up to me to find food for my subjects." Her voice sounded distorted, like two different voices were trying to speak together. "Equestria has more love than any place I've ever encountered. My fellow changelings will be able to devour so much of it that we will gain more power than we have ever dreamed of!"

Cadence was defiant. "They'll never get the chance! Shining Armour's protection spell will keep them from ever even reaching us!"

Chrysalis only chuckled. "Oh, I doubt that. Isn't that right, dear?"

Her horn glowed, as did Shining's eyes. He nodded dumbly, like he was her puppet. Livid, Cadence started forward, but Chrysalis blocked her path.

"Ah, ah, ah. Don't want to go back to the caves, now do you?" Reluctantly, Cadence backed off. "Ever since I took your place, I've been feeding off Shining Armor's love for you. Every moment he grows weaker and so does his spell. Even now, my minions are chipping away at it."

That was when Dusk heard something he hadn't noticed before. A sound like electricity. He looked out of the window and saw movement through the shimmering field. Lots of movement, in the form small black dots, slamming into the top of the forcefield. They were trying to break in. And there were a lot of them.

A whole army of changelings. Hundreds, if not thousands of them. Even with increased security, the guards wouldn't stand a chance against their numbers.

Chrysalis laughed again, caressing Shining's face. "He may not be my husband, but he is under my total control now. And I'm sorry to say, unable to perform his duties as captain of the Royal Guard."

"Not my Shining Armor!" cried Cadence.

"Soon, my changeling army will break through. First, we take Canterlot. And then, all of Equestria!" she declared.

"No. You won't." Celestia stepped forward, the sun blazing in her eyes. "You may have made it impossible for Shining Armor to perform his spell, but now that you have so foolishly revealed your true self, I can protect my subjects from you!"

At this, she took to the air, blasting a stream of fire from her horn. Chrysalis met it with a beam of her own green energy. She grimaced under the strain and Dusk had hope. As powerful as she might be, it would be impossible for Chrysalis to stand up to Celestia's power. Once she was beaten, perhaps the other changelings would surrender.

But something was wrong. Chrysalis's magic seemed to be growing stronger, forcing back Celestia's. She saw this too, tried to keep her back, but Chrysalis recovered with incredible speed, sending her magic right at Celestia's horn. The princess only had time to narrow her eyes in shock before she was consumed by a bright white flash.

Dusk watched, like it was in slow motion, her crown come free of her head and hit the floor, followed soon by its wearer. The tip of her horn was black and smoking, her body sprawled across the floor. She had been defeated.

The crowd gasped in fear, some cried out, but no voice was louder than Twilight Sparkles

"Princess Celestia!" She and the others galloped to her, Dusk not far behind.

Chrysalis looked at her horn in pleasant surprise. "Shining Armor's love for you is even stronger than I thought! Consuming it has made me even more powerful than Celestia!"

"The Elements of Harmony…" murmured Celestia weakly. "You must get to them and use their power to defeat the queen!"

The girls and Dusk looked around at each other and nodded grimly, knowing what they had to do. Tossing aside his suit along with the girl's dresses, he galloped with them out of the hall. They stopped when they noticed one missing pony, lingering to catch their fallen clothes.

"Rarity!" they all called. Reluctantly, the fashionista discarded her gown too and ran to join them.

"You can run, but you can't hide!" mocked Chrysalis, while they galloped out of the hall and into the streets.

Dusk looked up at the other changelings. They were still slamming into the barrier and he could see cracks beginning to form along its surface. He could actually hear them, cackling away in anticipation for the fight. They would have to wait long, it looked like it would break any second.

It did.

With an almighty rumbling and a deafening sound like shattering glass, Shining's protective spell was broken, shards of magic falling and fading away into nothingness. With nothing else to hold them back, the changelings swooped in for the kill. Their horns glowed, surrounding their bodies with green energy and drastically increasing their speed.

"Go, go!" Twilight snapped them out of their trance and they resumed their course.

It was then Dusk noticed they were still missing somepony. "Wait, where's Ray? Where did he go?"

"I thought he was following us!" Fluttershy looked horrified. "We have to wait o-or go back and find him!"

"There's no time, come on!" urged Twilight.

"No! We can't just leave him!"

"Ray can look after himself and once we get the Elements, we'll be safe," reasoned Twilight. "We can find him when this over. Right now, we have to move!"

Fluttershy couldn't argue with that, even though he could tell that she really wanted to. With a reluctant nod, she galloped along with them, though Dusk could see her glancing back the way they came, perhaps hoping Ray would rejoin them, flashing a cocky smile and making some kind of witty remark.

Dusk spared her a look and a brave smile. He would be fine. Hopefully.

They didn't exactly have cause to slow down. Every second, there was another crashing sound as a changeling landed in a crater it created on impact, climbing out for a fight. All around them they swarmed in, some closer than others. One landed directly in front of Twilight, but she just stamped on its head and pressed on.

They climbed the stairs on a path that would take them to Canterlot Tower and suddenly stopped. Dusk looked to see their way blocked by a black, leering wall of changelings. There had to be dozens of them, all standing in their way.

He turned to see even more flying or crawling up the stairs, over the railings from below where they'd come from. They had them surrounded. They wanted a fight. It looked like they would have no option but to give them one.

"Looks like we're gonna have to do this the hard way." Rainbow smacked her hooves together, only to run into an exact double of herself. She stared at it for a few moments, mirroring each other's movements, until the one in her way shoved her back. "How did you...?"

Within seconds, there were two, three, six, ten different Rainbow Dash's barring their path. In flashes of green, black became barriers of pink, yellow, lavender, white, cyan and blue. All of them were looking at hostile versions of themselves.

"They're changelings, remember?" reminded Twilight.

"They're changelings, remember?" mimicked about seven different copies of her, smiling mockingly.

She crouched low to the ground. "Don't let them distract you. We have to get to the Elements of Harmony. They're our only hope."

All of them, with the exception of Fluttershy and partially Dusk, leaped towards the changelings and met them in battle. But with so many changelings, all of them pretending to be his friends, they quickly lost each other in the brawl.

The last thing he managed to see was Fluttershy, being approached by three changelings who had taken her form. He was about to move to help, when she tricked them into believing she was one of them by pretending to fight. They passed by her but was blocked by a quartet of Rainbow's, only for three of them to be knocked down by the genuine article, who helped her help.

He managed to catch her, smile gratefully, but lost sight of her when Applejack rolled by in a brawl with Pinkie. Or was it that Pinkie was battling with a changeling that looked like Applejack? This was fight was getting confusing…

Dusk was soon alone, facing off against a changeling that had chosen to take his form. He backed away, a little unsure as to what to do.

"Well, this is certainly unnerving," he remarked aloud.

"Well, this is certainly unnerving," mimicked his changeling double, leering threateningly.

He raised an eyebrow. "Is that all that you changelings do?"

"Is that all that you changelings do?"

"In all seriousness, please stop it."

"In all seriousness, please stop it."

"Fine, enough is enough." He let an orange glow appear around his hooves. "Mimic this."

"Mimic- huh?" The changeling didn't have time to comprehend before he swung a hoof at it, knocking it back into the crowd.

Satisfied, he turned to see another six or seven copies of himself closing in around him. With so many of them, he didn't want to waste his energies on this single group. So he decided that he wouldn't have to.

He locked eyes with a changeling, daring it to attack him. It did, leaping at him and hissing. He caught it in the chest, pinned it to the ground and pressed his horn up against it. He just hoped this wouldn't be too different from a pony's mind.

"_You friends will betray you,"_ he told it mentally, its frantic mind agreeing with him almost instantly.

"Not if I can help it!" he hissed.

He let the changeling get back to his hooves, transforming back into his true form. He charged at one of his confused fellows and struck him across the face, pinned him to the floor and pounced straight for another. Feeling he needed to assist his somewhat unwitting ally and struck another version of himself across the jaw.

Once the group was down, it was only him and the changeling, whose name he'd seen in his mind was Buzz, stood in their little patch of peace. Buzz seemed to be recovering from the effects of his mental suggestion, shaking his head.

He turned to Dusk, still more dazed than angry. "Wha… what did you do?"

"Something like this." He closed the distance between them. _"Go to sleep and I'm sorry for tricking you."_

"It's okay… sleep sounds nice…" he yawned, curling up and making a strange kind of purring noise while he slept.

He couldn't help but smile a little at the sight of it. He was almost tempted to go find him a pillow and a blanket. Until he remembered that he was in a battle with a lot more of them and went looking for his next opponent.

"Dusk, help!" He whipped around to see Rarity, pinned down by a changeling. Or was it a changeling pinned down by Rarity?

He prepared to fire a colour pellet, when the other Rarity raised a hoof and he stopped.

"She's trying to trick you, Dusk!" insisted the one on top. "I'm the real Rarity!"

"Don't be absurd!" cried the other. "Hurry! If I shan't crumble from this creature's ferocity, it shall be from its withering halitosis!"

"Come now, darling, would I lie to you?"

"You low, deceptive monster!"

"It takes one to know one."

Dusk was completely confused. He had no idea which one was the real one. Fortunately, he had a way to find out for certain.

He hoped he wouldn't hold this against him. "Rarity, your mane looks terrible, your fur is like mottled grass and your clothes would be better suited for dumpster than the Canterlot elite!"

"What?!" The one pinning the other looked livid. "How dare yo- AGH!"

Her moment of distraction allowed the changeling to shove her off and reverse their position. She didn't have much time to appraise this before Dusk knocked her down with a stream of colour pellets.

"Are you alright?" Rarity glared at him while he helped her up. "Oh um… about what I said…"

"Don't worry. I know you only said that to ascertain my double." She glared at him. "That was your intention, was it not?"

"O-of course!" he said quickly.

"Good, just checking." She smiled again. "Thank you for your help."

"My pleasure," he replied, stepping aside so she could re-enter the fray.

"Although, my mane will look a mess when all of this is over," she muttered.

Dusk didn't have time to respond when he was approached by eight changelings in his form. Some of them were in the shade of a nearby tower, the others in the direct glare of the sun. That gave Dusk an idea.

"Light!" Three colour orbs blinded half the group. "Darkness!" Tendrils wrapped around the other half. "Coalesce!"

He slammed the orbs into their respective half and flung the trapped changelings at the same time. As a result, most of them were knocked down when they either hit the floor or collided with each other. He dived forward and punched the remaining one, knocking him to the ground.

"Really, darling?" He looked to see Rarity watching him. "Must you be so dramatic?"

"Are you really giving me a lecture on being dramatic?" he returned.

She smirked. "Touché, my dear. Now, on the subject of dramatics…" Three changelings charged at her. "Time to return to the dance!"

She twirled past the closest one, swinging her hooves into the one behind him. Leaping off her hooves, she spun kicked the third in the air, executing a drop-kick and crashing him to the ground. The second charged again, but she grabbed him, spun him around and threw him back towards the first. They collided and were both knocked to the ground by Rarity's follow-up kick.

She finished in a graceful pose, as if she'd only pulled of a ballet routine and was waiting for applause. Dusk returned the look she'd given him before.

"And I was being dramatic?" he remarked. "That was just showing off."

"And what you did wasn't?"

"Perhaps."

She tittered. "We do seem to complement each other nicely. Next time the town dramatic society hosts a performance, perhaps you and I should play the leads."

He ducked under a diving changeling, backing into her back. "Just so long as you get permission from Spike."

"Only if you act with Twilight's consent," she returned, back-hoofing an attacker.

He waited until they floored a changeling together. "Agreed."

"Glad we're settled on that." She moved away. "If you'll excuse me, there are some more guests I must entertain."

"Tell them that joke you know." He punched a changeling without even looking. "It's quite a knockout."

She only shook her head for use of the pun, smiled one last time and danced back into the fight while Dusk struck a changeling with a puppet of himself, following up with a punch from himself.

He looked around to see he wasn't the only one having trouble telling between friend and foe. Surrounded by changelings, Applejack backed into somepony who appeared to be Twilight and it looked like they would team up. A moment later, Twilight was consumed by a green flash and the changeling rounded on Applejack.

"Okay, this is jus' gettin' weird," she remarked before being piled on by a dozen changelings in her form.

He galloped past two fighters, grinning when he saw Twilight perform a spell that revealed the changeling's true form and left him dazed. He tapped her shoulder and she returned the smile.

"So, am I forgiven for being reluctant?" he asked her.

"You are. Am I forgiven for leaving you behind?"

"Of course." He jerked his head to Applejack. "Mind giving me a hoof here?"

She stood next to him, lowering her horn. "I thought clean-up was meant to be your job."

"I want to make sure I get this right."

"I thought you might." Horns glowing in unison, they mowed down the scrumming Applejacks within seconds.

Twilight levitated over another upside-down, which looked frantic. "Real me! Real me!"

She set her down, Applejack tipping her hat to them both and kicked another attacking changeling square in the face.

"I think we're done here," noted his marefriend.

"I think so too." He glanced at her. "I'm glad you're okay."

"You too, but let's save it until after we're out of mortal peril."

"A fair point." He gave her a quick kiss and let her run off towards Pinkie, who stood before another changeling.

Dusk watched while the changeling transformed into all of their friends, while Pinkie watched on like a filly watching a magic show.

"Ooh, ooh! Do me, do me!" she begged.

The changeling rolled its eyes and transformed into her, spreading its forelegs and grinning as if to say 'ta-da'.

Pinkie only frowned. "Meh, I've seen better." Grabbing Twilight, she pumped her tail up and down at rapid speed, blasting the changelings with magic.

The battle waged on between the Elements and the changelings. Rainbow headbutted her foes, Applejack applebucked them for miles, Fluttershy ducked out of the way, Rarity struck with grace and poise, Twilight shot magical bolts, Dusk used light and shadow to his advantage and Pinkie blasted them with her party cannon.

With all of them working together, the fight was over fairly soon. The dust cleared to reveal the result of the conflict. All of the changelings lay dazed and beaten, while they stood victorious.

"Conflict resolved," announced Dusk, glad for the chance to rest a bit.

They didn't have the time though, for more changelings buzzed towards them and they had yet to reach the Elements. They galloped again towards Canterlot Tower, the changelings closing in as quickly as they could run, even more so considering their fight had left them feeling tired. Twilight reached the doors and pushed them open…

Only for them to freeze. A whole army of changelings were waiting for them, hovering in the air, crawling down the pillars. Far more than what they had to fight before and a lot more than they could handle. Even more approached from the rear, completely surrounding them and cutting off escape.

But Dusk's eyes were fixed on a grey-furred figure, wearing golden armour that should have been melted down the moment that he lost the right to wear it. He wore a gloating sneer along with it, approaching as the changelings closed in.

"Figured that you'd come here," Hard Edge grunted. "You're not using your pretty little necklaces to get outta this one."

"Don't need 'em," retorted Rainbow, raising her hooves. "This is all I need to take you down, traitor!"

She charged, punching and kicking a few changelings before they managed to hold her down. She struggled for a bit, realised it was futile and hung limply in the air. She still managed a glare when Edge approached her.

"Too bad," he said. "I woulda liked to have seen who woulda won if you had managed to reach me."

"How about you get these guys to let me go and we'll find out?"

"No point. I think we both know who woulda beaten who."

"Yeah." She smirked. "You wouldn't have stood a chance, I know."

He grunted and turned away, facing Dusk while the changelings took them prisoner.

"Bet you're feeling pretty sorry now." He didn't respond. "I always said that I was better than you, now I've proved it. Now, you know how I feel." Still nothing. "What's the matter? No comeback? No threat?"

Dusk still said nothing. Edge glared and suddenly punched him in the gut. He doubled over as the wind was knocked out of his lungs. The girls gasped, Twilight called his name and he heard Rainbow start to redouble her efforts to escape.

"I'm talking to you, shrimp!" he roared. "Answer me!"

Dusk looked up, right back into his eyes, but refused to say a word. Edge was only growing angrier with every passing moment of silence and he raised his hoof again.

"Fine then! I'm good with just this!" But he was knocked back when Rainbow managed a kick to his face when he was close, forcing more changelings to restrain her. "You hit me?!"

"Too dumb to register my hoof, huh?" She smiled deviously. "Don't worry, I got plenty more where that came from."

Edge snarled and it looked like he was going to strike her instead. But he punched at the ground and looked away.

"Take them back to Queen Chrysalis," he muttered darkly. "I'm done here."

Even as they were pushed back, Dusk managed a smile while Twilight ran to his side to help him up. Somehow even though they were captured, through means he wasn't entirely sure of, they'd won.

Dusk noted that Rainbow was still glaring at Hard Edge while they were dragged away from their salvation. He had a feeling that whatever it was that just happened there between them, this wasn't over.

He kept his head down while they were escorted away. He didn't want to see what was happening, even though he could hear it. He felt a sense of defeat when they were returned to the hall they'd fled from. The changelings had won. They'd failed to get the Elements and were now prisoners.

They'd need a miracle to get out of this.

"You won't get away with this!" he heard Cadence shout. "Twilight and her friends will–" She stopped when they were brought in.

"You were saying? You do realize the reception's been cancelled, don't you?" Chrysalis said to Twilight, adding her minions, "Go! Feed!"

They sped out and slammed the doors behind them. Dusk looked around. Shining stood dumbly up on the alter, Cadence's hooves were stuck in green goo and Celestia was hung upside down in a cocoon. If he needed further reminder of their loss, here it was.

Chrysalis laughed. "It's funny, really. Twilight here was suspicious of my behaviour all along. Too bad the rest of you were too caught up in your wedding planning to realize those suspicions were correct!"

Applejack approached her. "Sorry, Twi. We should've listened to you."

She shook her head. "It's not your fault. She fooled everypony."

"Hmm, I did, didn't I?" remarked Chrysalis.

"I should have realised sooner though," fumed Dusk. "If I had… we could have stopped this."

She cupped his cheek. "You came for me though, in the end. Like you always do. That's all that matters."

He held her close. "I'm just sorry it wasn't sooner…"

"You can't help that." She smiled at him. "You're my idiot, remember?"

"Always."

"Aww, well aren't you two sweet?" Chrysalis's smile grew. "I'll enjoy feeding off of you."

She crossed over to the window, looking out of it onto the street below.

_This day has been just perfect  
The kind of day of which I've dreamed since I was small  
Everypony I'll soon control  
Every stallion, mare, and foal  
Who says a girl can't really-_

"Okay, seriously?" A familiar voice cut her off. "Even Changelings do the singing thing? What the hay?"

Dusk looked at the source, barely noticing while Twilight appeared to slip away from his side towards Cadence. Out of nowhere, Ray Strike had appeared directly in front of Chrysalis, looking exaggerated and annoyed at the queen.

"Ray!" The silence was broken by their voices, Fluttershy's the most joyous of them all.

"Hey, everypony!" He teleported over and grinned. "How are you all? Miss me much?"

"Missed you like a bad smell," chuckled Rainbow. "I was wondering where you'd run off to."

"Oh my goodness, are you okay?" asked Fluttershy. "Where did you go? We thought we lost you."

"And now you've found me. As for where I've been…" He glanced at an imaginary watch. "You'll find out in a few minutes."

He rounded on Chrysalis, who still appeared to be recovering from his sudden appearance.

"So, Queen Chrysalis," he noted. "Should I bow or curtsey?"

"Hmph, the non-Element," she sniffed. "You didn't even remain to help your friends while they tried to save Canterlot. What loyalty."

He only shrugged. "Hm, I never really liked this dump anyway."

"Then why return?"

"Because, as hard as it is to believe, there are ponies who like this place, even live in it," he said. "Can't really let them down now, can I?"

"I'd say you already have."

"Also," he added dangerously, "there's the fact that you're holding my friends prisoner. I have to say, I'm not all that happy with it."

"Oh really?" She laughed again. "And what are you going to do about it?"

He grinned. "Absolutely nothing."

She blinked. "What?"

"I'm doing nothing. Not a thing. But…" He glanced at a clock tower out of the window. "Three… two… one…" A distant rumble like thunder was heard. "She certainly will."

The doors to the hall suddenly burst open, starlight and lightning flooding inside. And with it, beset with rage and power, Princess Luna, her eyes crackling like the lightning that surrounded her.

* * *

Yay! Luna's doing something this time around!


	7. Night Fall

**Night Fall**

After the length of time which she had to stay up last night, Luna had been glad to get a good day's sleep. Most nights she was a little tired after keeping vigil but, like her sister, she had to do so for much longer in accordance with the new security protocols set up for the wedding. She didn't complain, of course. It was her duty to Canterlot as princess.

It didn't stop her from having to drag herself to bed in the early hours of the morning. She would have been happy to just fall asleep on the floor, given half a chance.

She was grateful for the time to rejuvenate herself in the comfort and safety of the dream world. Today, she stood atop Equestria's highest mountain, the entire realm stretched out before her. Not just the lands she and her sister ruled, but beyond, from the Griffin Kingdoms to the Loveless Lands. A reminder of just how vast their world was and yet there was still so much they didn't know.

Since she had suggested to Dusk to teach him about the other realms as part of his education, she might as well get used to them in her own way. She was sure he'd be looking forward to it, after all the battle magic she'd been teaching him.

It wasn't only in the waking world that she had kept extra vigil, but in the world of dreams too. More often than not, she had learned, dreams revealed the true intentions of the minds that created them. But there had been nothing, except two anomalies she'd noticed. One was that Cadence's dreams were… fuzzy, in wont of better phrase. They didn't have much focus or clarity.

Still, perhaps that was to be expected. She would be dreaming of her wedding and would no doubt want such things to be private. Being a younger princess, her power to prevent access to her mind wasn't quite as strong as her own or Celestia's, who's dreams had been completely inaccessible. The second anomaly of the previous night, indicating she was either blocking her or she was awake.

In the end, she didn't pay this much mind either. It wasn't the first time her sister wanted her dreams to be seen only by herself. From previous experience, Luna had decided it best not to pry into this occasion.

She was still a little disgruntled about having to miss out on the wedding, what with the time and preparation that had gone into it. Still, she recognised the practicality of holding a wedding during the day and her sister had compromised by having so the reception would carry on into the evening. She wanted the opportunity to see her niece and new nephew-in-law before they left on their honeymoon, as well as have a bit of a dance.

Maybe she would take up her student on what he had somewhat suggested and find some nice young stallion there too. If not, she was sure Twilight Sparkle wouldn't mind too much if she had one dance with Dusk. Even if she didn't have any desires on him, mainly out of respect for the young filly, he was the only stallion she knew well enough to feel comfortable with that.

But there would be time for that later. Right now, she wanted to focus on getting rest so she'd be ready and raring for the reception. She sighed happily, rested on the mountain top… and frowned when she felt a small rumbling.

She looked around for the source. She hadn't done that, had she? Then again, but a little stronger this time. Then again, more prominent than the first. Some parts of the mountain were beginning to crumble away, the land below being shrouded in fog. Suddenly alert, she raised her mental defences, suspecting some kind of attack.

Then she heard something else, faint and distant, but she could make it out. Somepony was calling her name. But not in here. They were calling from the outside, trying to wake her up.

She frowned. Who would be foolish enough to even try such a thing? Peering out into the waking world, she saw Ray Strike, yelling right into her ear while her body remained peacefully inert. That answered that question then.

She was tempted to leave him and to carry on her sleep, but her mind told her that he wouldn't have run the risk of bothering her if it wasn't important. She should at least see what he wanted to tell her. Feeling the unpleasant sensations of grogginess come to her when she pulled herself back into her body, she opened her eyes and let them focus.

Her ears picked up the sound of Ray yelping and leaping back when she rose from her bed. His expression of annoyance was one that near matched her own. He was bold, she would concede that much.

"Finally!" he remarked. "Honestly, after teleporting in and out of random rooms for about ten minutes trying to remember where you sleep, the least you can do is wake up when I want you to. Man, you are one deep sleeper."

She raised an eyebrow and allowed a hostile edge into her voice. "Indeed?"

That reminded him of who he was addressing. "I mean um… no disrespect, you know? Y-you must get very tired, staying up all night. I know I did once, even with all that coffee I drank. Don't ask what it was for, it was a bet, I lost, probably not quite the same as you having to keep watch on everything but I'm just saying I-"

"Ray Strike," she said, cutting him off, "you will explain your presence here or we shall show you the last time a stallion attempted to enter our chambers unannounced."

He gulped and his legs covered a little more of his lower region. "R-right. Well, kind of hard to explain but-"

"Then explain and do it quickly."

"Okay, okay, gimme a second-"

"I shall give you ten seconds precisely, then I shall call my guards and have you thrown out if I'm not satisfied with the response."

"Hey! There's no need to-"

"Nine."

"Just look out the window!" he cried.

Her gaze lingered on his trembling form for a few seconds, then turned to her window, the curtains of which were closed. She glanced back at Ray once more, who only nodded. Feeling both sceptical and curious, she opened the curtains… and froze.

The barrier around Canterlot had been shattered. The city was exposed and under attack from streaks of green magical energy that smacked into the ground with incredible force. From them rose small, black forms that began chasing and pouncing on her subjects, a few already being rounded up like prisoners.

"Changelings…" Disbelief came over her, followed by shock and soon after rage. "They dare to attack us in our city?! THEY DARE?!"

She spread her wings, ready to leap into the streets and battle the first group of the vile creatures she saw. But she was stopped once more by Ray.

"Wait, stop!" He actually grabbed her and yanked her back. "You can't go out there!"

"And you would be so foolish as to try and stop us?!" she challenged. "Release us this instant or we shall make you!"

"No, you can't go because it's even worse than you think!" He pressed on when she hesitated at his words. "Their queen, she already managed to get inside, disguised as Cadence. She's got Shining under her control, weakened the shield so her minions could get in, attacked and defeated your sister-"

"She's WHAT?!" she roared.

"Yeah, like I tried to say. We need your help. The others have gone to get the Elements, but I'm not so sure they can- whoa!"

He was prevented from continuing when she barged past him, part striding, part flying down the hall towards where the wedding would be taking place. Righteous anger fuelled her every step, already gathering her magic to her. Some changelings stood in her way. The few intelligent ones stood aside. The others had to be persuaded to make way for her.

There was reason to her anger. This wasn't a visit from a foreign dignitary with guards and escorts. This wasn't some random breach of privacy, like the many times the Wanderer came here with his blue box or the time that strange, six-armed warrior attempted to make off with one of their most ancient and prized weapons. This was an invasion.

And Chrysalis was going to learn exactly what happened when anypony or anychangeling would try to attack Canterlot while she was awake.

She blasted aside a small group of changelings without so much as raising a hoof, strode up to the doors and commanded them with her magic to burst open. There she saw that it was as Ray said. The Elements captured, her sister imprisoned in the most undignified of manners and a very surprised Queen Chrysalis at the altar.

Her lips curled into a smile. "Oh, you. You know, I'd almost forgotten you were even here. I mean, you are the-"

"QUEEN CHRYSALIS!" she boomed in the royal voice. "THIS IS YOUR ONLY CHANCE! YOU WILL CEASE THIS INVASION OF OUR CITY IMMEDIATELY OR WE SHALL PERSONALLY ESCORT YOU FROM OUR BORDER!"

"You?" She actually laughed at her. "You think that you can defeat me? Do you not see what's happened to your dear sister when she attempted the same course of action?"

"ALL WE SEE IS YOU, STILL NOT VACATING OUR CITY!" she countered. "MUST I SHOW YOU THE WAY OUT?"

"You talk big, but that still doesn't change the fact that I defeated your sister barely breaking a sweat," she sneered. "If she couldn't stand her ground against me for longer than a minute, what chance do you think you have?"

This caused a slight falter in Luna's confidence. Though they were both powerful, her sister was more experienced than she was and there she was, imprisoned in a cocoon by her foe. She'd managed to handle night and day without her for a thousand years. Indeed, what chance did she have if Chrysalis's power rivalled her elder's?

That wasn't the only thing. She'd been interrupted from her rest and she wasn't even at full strength. She did have some power, but not as much as she would have liked. Her sister had much more rejuvenation and she was the one who had been defeated. More powerful, better rested and still defeated. The odds looked grim.

She looked around, saw Cadence standing next to Shining, who appeared to be recovering from some sort of daze. Ray was watching the two of them cautiously. The Elements were too, but Dusk only focused on her. Her gaze locked with his for a moment and she could almost see his eyes begging her to consider some other action.

Perhaps it was true. Perhaps she didn't stand much of a chance. But there was still a chance, even a slight one. Even if she wasn't victorious, there was still one thing she might be able to achieve.

Without speaking, she called on her magic and plunged the entire hall into darkness. She heard a few screams and gasps, a surprised exclamation from Chrysalis. Acting quickly, she became one with the darkness and flowed through it like a river, picking up the queen's prisoners and carrying them out of the doors.

"Oh what's the matter? Running away?" she heard Chrysalis call. "Don't worry. I'll give you a few minutes before I come and find you."

It was all she could not to strike her then and there. She returned to her physical form and looked over them, helping Dusk to his hooves first.

"Are you well, my student?" she asked gently.

"Well enough." He managed a smile. "I'm glad you're here, Luna."

"As am I." She glanced at Ray. "You friend can be persuasive, if a little blunt."

"That's Ray." Worry clouded his features. "What she said was true, about your sister. She barely lasted ten seconds. What are you going to do then?"

She cocked an eyebrow. "Glad to see your faith in me is unshaken."

"Even I have to face reality," he countered. "I don't see what we can do."

"What I can do is hold her off." She looked back into the darkened hall. "I might not be as powerful as Celestia, but I can still hold my own."

"I hope so." He looked around. "What about us?"

"You must do the only thing that you can."

"Which is what?" Shining Armour stepped forward. "What can we do to help?"

"Captain Armour?" She watched him cautiously. "As I understand it, you are meant to be under the power of the changeling queen."

"I hope that's not you saying you prefer me like that," he chuckled. "I was but… I think I had a little help."

His betrothed stood right next to him, with the expression that she just had the one she deemed most precious returned to her.

"I think I see what you mean." She smiled at Cadence. "It's good to see you safe and well, my niece."

"You too, Aunt Luna," she smiled. "I'm glad you could come earlier, even if it's not at the best of times."

"I admit, I've seen worse weddings," she admitted. "You're lucky you weren't around when Princess Platinum wedded the great dragon, Rumble."

She giggled. "Was that a heated reception then?"

"In every sense," she murmured.

"Pardon me, but like she said, what can we do, Princess?" asked Twilight pointedly. "Can we help in any way?"

"I am afraid not, Twilight Sparkle."

"Then what can we do?" asked Rainbow.

Luna sighed reluctantly. "I fear to say that Chrysalis may be right. If I defeat her, you shall know but otherwise… you must get out of Canterlot, flee while you have the chance."

"What?! You just want us to run away?!" Rainbow cried. "You gotta be kidding me!"

"I am not _kidding_ you, Rainbow Dash," she said. "It will do us little good if the six of you are prisoners again, the same for the other non-Elements."

"Thanks for considering the little people," said Ray.

"She's right," Twilight said, though not easily. "We might be the only ones who could make a stand against the changelings. If nothing else, we need to escape."

"Live on to fight another day, no matter how much we might want to," nodded Dusk.

"I like that plan," piped up Fluttershy quietly.

"Me too," added Spike in a high-pitched voice.

"Ah gotta say, this here is one rodeo ah don't wanna stick around for," agreed Applejack.

"My hooves have been scratched enough from my brawling today," remarked Rarity. "I shall need them treated before I consider re-entering combat."

"Look at this way," said Pinkie brightly. "We're not retreating. We're advancing… towards future victory!"

"Fine then!" snapped Rainbow. "But only because I wanna get enough rest so I can kick these guys flanks even harder."

"With respect, your highness," Shining said, "the captain of the guard doesn't run from a fight."

"But he is wise enough to recognise when retreat is necessary," she countered. "The changelings far outnumber our forces and have already breached the city. Most of the guards have been taken prisoner and they have the Elements guarded. The only option is for you to escape."

"But-"

"No arguments, Shining. That is an order by royal command." She gazed at the group. "Your sister and her friends will need all the strength they can get."

"Please, Shining." Cadence's hooves held his face as she looked into his eyes. "I don't want to lose you again to that witch."

"Cadence… I can't…"

"We can still save Canterlot, but not right now," she insisted. "We need to leave now so there'll still be somepony left to fight."

"I… I…" He gritted his teeth, but nodded. "Understood, your highness."

"Good. Now, go!" she commanded. "Make for the train station, survive to fight on. It may not be today, but Canterlot shall be rid of these invaders. I promise."

Some more reluctantly than others, the group galloped away back into the infested streets, Twilight and Shining at the head. Dusk remained longer, gazing back at her.

"I hate leaving you on your own like this," he admitted.

"I appreciate it, my friend." She gave him her best smile. "But I am not alone. Chrysalis only defeated one star. Now, she faces thousands and the light of the moon. She has little chance of winning."

"Very true." She managed to get a laugh from that. "I hope it's enough."

"It will be and if not…" She paused for a moment. "See it from this perspective. When you return, you shall be the hero saving the princess from the tower."

"Provided she doesn't find her own way out first." He ran back and hugged her briefly. "Good luck, Luna."

"You too, Dusk." She returned it and gently pushed him away. "Go now. Your friends need their unity intact."

He remained a moment longer, then galloped after the group, still glancing back at her. She watched them go, turned back to the entrance and stepped in just as a piercing green light dispelled the darkness she had cast.

"Done playing hide and seek?" asked Chrysalis. "Your subjects all fled, leaving you to face me alone? Such loyalty, it's inspiring."

"This is by our choice!" she snapped. "You shall not have them, not while we still stand!"

"I'll have to fix that then." She smiled gloatingly. "It doesn't matter where they run. My changelings will find them and bring them back soon enough."

"You and your changelings won't be here long enough to do it." She stood firm and unwavering. "Leave now or we will fight you."

She tilted her head. "You know, you and I are quite alike, Luna. I feel I have much more in common with you than Celestia."

"We are similar in no respect!"

"Oh really?" In a flash, she was looking back at herself. "We're both monarchs who desire nothing more than the love and well-being of our people. And when we want something…" Another flash and Nightmare Moon was stood there. "We both are willing to take steps necessary to get it."

Luna only flinched once. "I abandoned that path long ago. You are the only one who walks it now."

"But you could just as easily walk it again." Another flash and there was her sibling. "Join me, Luna. We changelings work better in the dark, darkness you could give us. In return, I would let you have your stars and your moon for as long as you wish. Who knows, I might become a better sister to you than Celestia ever was."

Luna's nostrils flared when she snorted. "I only have one sister and you made the mistake of attacking her. Don't make another by thinking you can replace her."

She pouted. "That's your final decision then? Is there no way I could convince you otherwise?"

"Try talking to me a thousand years ago and I might consider it," she countered. "Perhaps you could join me in the moon, it gets quite boring up there with nopony to talk to."

"Oh, you won't need to worry about that." Chrysalis transformed back into her true form. "I'll put you right next to your sister once I'm finished with you."

Luna was finished wasting time like this. She galloped straight at Chrysalis, dodging an incoming blast by becoming formless and flying behind her. Before the queen could react, she struck her in the back with a glittering hoof.

She snarled and kicked backwards, but Luna ducked under it and travelled beneath her, once again formless. Appearing in front of her, she smacked her upwards in the jaw with her forehoof and once in the head with a kick. She jumped over the punch the queen gave, over the top and roundhouse kicked her in the neck, sending her sprawling.

"Perhaps this will be over sooner than I thought," remarked Luna from the altar, down at Chrysalis.

"Yes," snarled Chrysalis, her horn glowing, "it will be!"

Luna was ready to block the spell, but stopped when she felt an intense heat. Looking around, she saw Chrysalis had encircled them both in a ring of green fire. She turned back to the queen, who moved in and punched her twice across the face. She almost staggered back into the fire, but regained her balance just in time.

She charged in, but another stream of fire cut off her attack. She stopped, the fire receded and Chrysalis few at her, kicking her a few times in the air before tossing her aside, right at another patch of fire she conjured. Luna recovered and flew over the fire, circling around and back at her foe. A wall of flames stopped her, Chrysalis bursting through and kicking her to the ground.

Luna shook her head to clear her focus. She'd turned the field to her advantage with this trick. Time to even the odds again. Calling on her magic, she let streams of shadows fly from her horn and around the fire, extinguishing it with smothering darkness. Following up, she brought them to meet Chrysalis, consuming her body before she could react.

The night princess got to her hooves, keeping the changeling trapped in a ball of whirling shadows. If she could keep her in there, she would lose oxygen and pass out. A green light ebbed at the centre of the ball like a beating heart. It grew steadily bigger, she tried increase her hold, but Chrysalis could keep up and dispelled the shadows with a shield orb.

Luna staggered back from the sudden appearance, starting to feel a bit weak from using so much of her magic like that. Some small fatigue, a little light-headedness… she did her best to ignore it.

She laughed after the orb faded. "Feeling the strain already, Luna? Do you need a timeout?"

"Wrap up," hissed Luna, performing a spell on the carpet she stood on.

Chrysalis cried out when it suddenly sprang to life and coiled around her like a snake. She tried to struggle out, but Luna only tightened the fabric hold around her. A flash of green and Chrysalis was free, surrounded by an orb of green fire, reducing the carpet to cinders.

"Really? A carpet?" Chrysalis leered as he orb became dozens of fireballs around her body. "That's your best weapon?"

"It was nice carpet," shrugged Luna.

"Of everything you could have done and you chose to attack me with furnishings."

"It was a very nice carpet."

"And now it's a very nice pile of ash."

"Then I'll add it to the list of reasons I'm making to kick you out of my home."

Chrysalis laughed and sent a bombardment of fireballs at her. Placing a barrier around her body, Luna winced as they slammed into it, hoping that her strength would hold until it ceased. It did and she wiped a small bead of sweat off her forehead.

Something wrapped around her leg and she yelled when she felt something like teeth dig into it. Looking down, she saw a stream of flower decorations coiling up around her, Chrysalis's magic turning them into branches of thorns. She tried to shake free and felt pain as another snaked up her left foreleg. Two more vines were approaching her remaining legs, blood trickling down the ones already trapped.

Luna kept the pain down, kept her focus on the fight. She took control of the shadows beneath the vines, consuming them and turning them into tendrils of shadow, which shot at Chrysalis. They stopped when she burned them, but not before Luna wrapped a ribbon around her eyes. The changeling fumbled with the blindfold while Luna healed her wounds.

She glanced behind her, at the streams of flowers and plants used to decorate the hall, up at the arch where the bride and groom would stand. She saw two items on display and got an idea.

"Ribbons, flowers and vines." Chrysalis stepped towards her through the smoke. "Oh, what will you and I use next, I wonder? A lampshade? A duster?"

Luna smirked. "A bell?"

"A be- what?" Chrysalis looked up to see an enlarged bell floating above her head. She had just enough time to say, "Oh," before Luna slammed it on top of her.

She ran at it and kicked it thrice, a resounding ring made each time she did. She could hear Chrysalis screaming inside above the noise and only just noticed the green light starting to crack the brass prison with enough to soar away before it shattered.

"Ask not for whom the bell tolls, Chrysalis," she called out to her, "for it tolls for thee!"

"You might want to rethink that," the queen hissed, gathering up the metal shrapnel of the bell around her.

Luna was ready when the pieces were sent shooting at her, turning them into flocks of bats that flew in a whirlwind around her body. She thrust a hoof and sent them at Chrysalis, flocking around her, biting and flapping. They flew away when Chrysalis screamed in a magically amplified voice, enough to make Luna cover her ears and protect herself when the windows shattered, showering them with glass.

Taking a leaf from her opponent's book, she levitated the shards to her, turned them and shot them at the queen. A wall of fire stopped them, melting the glass into liquid and gathering it into a ball. It landed short when it was thrown at Luna, but she looked and saw the glass set around her hooves, fixing her to the ground.

She tried to break free, but she was stuck fast. She felt even weaker than she did before. All of this spell-casting was really taking it out of her. It didn't help that it wasn't even night-time, so she couldn't use the stars to regain some energy.

"Oh, you really don't look well," cooed Chrysalis. "Do you need a lie down and a rest?"

"I am… just getting warmed up!" countered Luna.

Even she looked surprised. "Still so spirited?"

"You haven't seen even a little bit of it yet!"

"You put up a much better fight than your sister, at any rate. Well, as much fun as this has been, I think it's time we end this here," said Chrysalis, her horn glowing once more.

She didn't have time for a barrier. Luna cried when she hit her with a beam of magic. She felt a searing pain and growing weakness as the spell slowly drained what strength she had left. She could hear Chrysalis laughing as that strength became hers. Her knees started to buckle, her legs failing her and her eyelids felt heavy.

But she wasn't going to give up now. Even Chrysalis had her limits, she just had to find them.

Using her remaining magic to give her extra strength, she wrenched her hooves out of her glass prison and shot a quick bolt at Chrysalis to break her spell. Flaring her wings, her hooves left the floor and she took off out of the window into the sky.

"That's right, run!" The buzzing of changeling wings followed her. "At least Celestia stood her ground!"

Luna stopped in the sky, feeling it darken. "Why stand my ground when I can take to the sky?"

She smirked when she saw Chrysalis realise her mistake. Had they stayed inside, she might have won this battle. But out here, Luna could not only create her own localised night sky to recharge herself, but she could also use her alicorn powers of the weather against her. Powers which, for Chrysalis, were non-existent.

Already feeling stronger, Luna called upon the storm clouds to gather above her and commanded them to send streaks of lightning at the queen. She hurriedly dodged the bolts, protected herself from others but was struck at least twice, lighting up her body brilliantly.

Now here, Luna had the best advantage. It was time she utilised every aspect of it. Sending down bolts whenever Chrysalis tried to flee back inside, she reached out into the star-filled vastness of space and beckoned some small chunks of debris to her. They gathered around her head in a fiery quintet, while the queen stared.

"Stars, rain down!" she commanded, shooting them at her.

She dodged one, split two with blasts, but two of them struck her, exploding on impact. She screeched at her like a banshee, her mane seared and smoking at the tips, clearly struggling to keep herself in the air now.

"Come down and fight, you coward!" she shouted.

"If you insist," muttered Luna, soaring at her while enshrouding the sky with thick clouds.

Hidden by their folds, she could see Chrysalis looking blindly around trying to find her. Every time her back was turned, she soared by and struck her. The queen tried to swipe out when she flew by or anticipate her moves, but she kept moving and flying in all directions to confuse her. Chrysalis was right. This had gone on long enough.

Charging right at her, she tackled her out of the sky and sent her plummeting to the ground. She landed gracefully on her hooves, while the changeling was sprawled on her back, trying to struggle back up again.

"Submit to me, now," ordered Luna.

"Get her my minions!" she screeched. "Get her, protect your queen!"

She whirled to see a dozen of the insects buzzing straight for her. She had to admire their willingness to obey, if not their stupidity. Lightning bolts, shadow strikes and two punches were all that was needed to eliminate them and put them in the same state as their queen.

Only when she turned around, Chrysalis had gone. She looked around quickly, but there was no sign of her anywhere. She must have escaped in the confusion

"Now who's the coward?!" she called out. There was no response.

She fumed silently. At least with their leader gone, the other changelings would fall swiftly. She would have to find the ambassador and commander to open negotiations if Chrysalis wasn't found, but for now, she had to rest. Leave the rest of this to-

"Luna!" She turned to see her sister, feeling relief spread through her. "I managed to break free while you and Chrysalis were fighting."

"I'm relieved to see it," admitted Luna. "I managed to defeat her, but it looks like she got away."

"Coward," she hissed. "Don't worry, we'll track her down soon enough. She couldn't have gotten far."

"Indeed," agreed Luna. "But I'm weakened from the fighting. I must take some time to rest before I join you in your efforts."

"Of course, I understand…" Her eyes widened, looking past her. "Look out, behind you!"

Luna whipped around, ready to face off against the threat. But there was nothing there. But why would her sister…?

Horror gripped her when she realised her mistake.

Too late, she felt that searing, draining sensation of the spell hitting her. She tried to turn, to fight, but she didn't have anything left. She heard again that horribly distorted voice, sneering into her ear before darkness took her.

"I told you it was behind you."

* * *

Oh no! Luna has been defeated, but the others managed to escape… or have they? Find out next time!


	8. A Hasty Retreat

**A Hasty Retreat**

It had been the start of another perfectly normal day in Canterlot. Well, as normal as things had been of late, considering the increased security and the magical barrier that surrounded the city, replacing the usual clear blue sky with a hazy purple of energy. All of it accordance with the upcoming royal wedding.

Most of its citizens, particularly those among the elite, had been complaining about the changes that had come about as a result of this. The random security checks, the curfews after dark, the forbidding of gatherings larger than three ponies in public places. It had put a damper on a good few parties and other such events the elite liked to frequent.

Octavia, however, wasn't part of that demographic. The security precautions had caused her some inconvenience in her daily life, but she was the kind of pony who recognised when such necessities were required. They might not like it, but if it was to keep her home and her friends safe, then she was willing to tolerate it.

All things considered, she was fine as long as she could continue to play her cello. Unless that was seen as a security risk too.

She was sitting at her usual café in the upper district, browsing over the menu for something to her liking. A few other ponies were sat at the outside tables, but it was relatively quiet. Not that she minded. Sometimes, a little quiet was nice, especially when she recalled the other reason that she was here to begin with.

She made her selection and waved to the waitress, who wheeled over the tea tray and levitated out some cups and cutlery. She went for the tea pot, but Octavia waved it away, requesting a hay shake instead.

"That's a bit of a change from your usual order, Miss Octavia," she remarked brightly.

"I suppose I feel like having something a little different today," she smiled. "It does good to vary things a little bit."

"Couldn't agree more, miss," she said sincerely, giving her the drink and a straw. "Will there be anything else?"

She thought a moment. "Let's make two more of those, thank you."

"Ah, I suppose that means Miss Scratch will be joining us later, with added company?" she asked with a smirk.

"When doesn't she?" returned the cellist, knowing how well-known it was that she and Vinyl kept each other's company frequently. "That will be all, thank you."

"Very good, miss." She wheeled the tray back inside. "Have a pleasant day."

"I always intend to," she replied, placing her straw in the drink.

Her eyes occasionally flickered up for any signs of arrival during her drinking. She and her ensemble had been hired to play in part of the royal wedding, along with Vinyl and she would be arriving in a few minutes to discuss and plan the musical arrangements for the occasion. Well, Octavia would be trying to arrange it, while Vinyl would be just trying to cram in as much 'real' music as she could.

Octavia managed a smile through her drink. Though the eccentric mare could at times be too much, even by the standards she had come to expect from her, there was no denying that she was still fond of her. She was a good and loyal friend, who always stuck by her, whether it was attending a concert for her ensemble or explaining to the guards about any… incident that they might associate with her. Usually because her only association was being with Vinyl when it happened.

At the very least, Frequency was usually close at hoof to help keep her under control. He went along with her eccentricity probably more so than Octavia did, but he still had his limits. It helped keep things in moderation, a balance between tolerance and carefreeness. Well, as balanced as anypony knowing the DJ could get.

At first, the only thing that she thought would be cause for concern would be if Vinyl were late with Frequency. It wouldn't be the first time. But, as she soon discovered, punctuality would be the least of her concerns.

Her head shot up when she felt the whole ground shake, accompanied by the sound of a thousand windows shattering. She looked and saw the barrier around the city breaking away and green streaks of light shooting down, crashing through roofs and houses, leaving smoking craters in the streets.

Screaming began to rise above the crashing. One was close and the waitress of the café suddenly jumped out of the top window. She scrambled to her hooves, ran into the street and was knocked to the ground by some kind of hideous, insect-creature. Octavia gasped when it lunged at her, consuming her body in green light.

She didn't have much time to think about what happened. She heard a hiss and turned to see another of the insects coming for her. The world seemed to slow around her while the creature bared its fangs to sink into her.

She let the straw drop from her mouth and placed her front hooves slowly on her end of the table. As a musician, Octavia was no stranger to travel. In a few of the places she'd been, she'd managed to pick up a few useful skills, not the least of which was knowing how to... look after herself, particularly against over-enthusiastic admirers. She was also familiar of improvising when the moment called for it.

It looked like this time, she'd have to do a little of both.

Just as it reached her, she slammed down the table, tipping it and knocking the bug in the jaw and once in the face. She attempted to kick the table at him, but he managed to duck under it and dive at her. She swiftly blocked a few of his punches, used his momentum against him and threw him off to the side.

He swiftly recovered and attempted to spin-kick her. She dodged it, blocked two more punches and managed to counter with a few of her own. Moving swiftly, she knocked him under the arm and slammed her elbow once into his gut, knocking the wind out of him. He staggered back and his horn flared, sending a green bolt into the sky.

"Calling for help," she murmured. "Two's company, three's a crowd."

The bug responded by leaping at her again. The moves were almost instinctual to her, just as if she might be dancing, another talent of hers. Block, duck, block again, another duck, counter, move in and spin-kick. That last move sent her first dance partner sprawling again, only to look up to see his wingman arriving.

That was wingman it quite a literal sense, as it happened.

Buzzing like an angry bee, his dive turned into a kick that would surely give her concussion if it hit her. The solution: don't let it hit her. Watched him carefully, waiting for just the right moment. Like being in a concert, it was all about timing…

She timed it perfectly, bending back at the last possible second to avoid the kick. He recovered, rebounding off the floor with a kick which she swiped aside. She didn't, however, anticipate him using that momentum to flip-kick her in the jaw. She stumbled, but made sure she didn't lose her hoofing and carried on.

She remained on the defensive, blocking punches and raising her hooves to protect her face. He buzzed into the air and tried rapid kicks, but she blocked those too before surprising her by zooming over her head and attacking from behind. He shot up and back down again, but she managed to dodge it.

But that left her open for a second.

She saw stars briefly when a kick struck her in the face. She cried out when his hoof struck her in the back right after. She staggered forward, could hear him coming up behind her and feel the wind of his hoof shooting at the back of her head. She tilted it to the right, caught it when it went past, twisted and turned it into a choke hold.

She pulled him to the ground, her leg tightening around his throat. He tried to jab her in the stomach with his elbow, but she pushed the pain down, keeping a tight hold. Gradually, his strikes became weaker until he eventually passed out from lack of air. Wincing a little, she let his body roll off onto the ground.

One less problem to worry about, she thought, dusting herself off.

Remembering his friend, she looked up and saw him standing on a table. He had just sent off another flare into the sky, no doubt to invite more guests to this somewhat impromptu welcome party. And she hadn't even been polite enough to offer them refreshments.

The bug turned to sneer or make a comment, but he didn't have time to before Octavia flung the tea trolley at him. It was just a shame about the tea.

She didn't have much time to revel in her victory when she looked to see three more of the creatures had already arrived. Octavia frowned while she sized up her opponents. Given that they outnumbered her and were fresher than she was. This could be problematic.

"Heads up!" She whipped her head to see a white streak fly at one of the bugs and knock it out of the sky.

She managed a small smile. "You always do manage to make an impact on new people, don't you Vinyl?"

"That's why they love me!" She had him in a leg lock while it screeched. "Say uncle! Say un- WHOA!" She was knocked aside when it kicked her off. "Oh, a feisty one eh? I like feisty!"

"You two seem to be getting along well." She looked to see Frequency swinging a piece of metal at the other.

"Yeah, we only just met and the sparks are flying!" She grabbed the insect when it charged. "Hey Tavi, why not introduce yourself?"

"Thank you," she replied, mirroring the same move on one coming at her, "but I'm a little occupied at the moment."

The DJ grinned at her. "What say we let these two fellas know we're not that interested?"

"I agree with your decision. It'll only hurt them more if we lead them on." At almost the same time, they flung their respective partners at each other.

They slammed their heads on impact, being momentarily dazed until they were knocked out by kicks from the two mares that caused their heads to collide again.

"Hey Scratchy!" Frequency was raising his metal pipe against the charging bug. "As they say, batter up!"

He waited until the insect closed the distance, swung… and completely missed when it ducked and struck him in the side, forcing him back before he recovered himself.

"Nice swing, hotshot," smirked Vinyl.

He managed a returning smile. "You know perfectly well that sports aren't my forte and combat is not something I'm often used to."

"I advise you to learn fast then," said Octavia, nodding when the insect came in for another attack.

This time, Frequency waited until he was almost on top of him before he swung his pipe. By the time he did, his assailant didn't have time to dodge the swing.

"Strike one!" she cried, when the pipe struck the insect. He wobbled over to Octavia, who punched him. "Strike two!" Still teetering, he stopped in front of Vinyl who smiled before head-butting him. "And that's strike three."

"That takes care of that then." Frequency tossed aside his pipe. "Now, may I suggest we retreat before we draw more unwanted attention?"

Vinyl laughed. "Come on, Quency, there's no such thing as unwanted attention."

"That may be true for you, Vinyl, but I don't think these particular individuals want your autograph," noted Octavia.

"Take all the fun out of it then." A distant buzzing was growing louder. "But my adoring public will have to wait, not until I get my stuff."

"Your stuff?" Octavia galloped beside her while they ran through the street. "I don't think it likely that these invaders will be all that interested in your disc jockeying, Vinyl."

"Oh, I dunno, Octy. We are gonna need some extra help if we're gonna get out of here and…" She gave her devilish smile. "I have wanted to try out those new speakers."

Octavia almost stopped dead in the street while Frequency barked out a laugh.

"You are pulling my leg, aren't you?"

* * *

Dusk's gaze still lingered on Luna as she continued to stand at the entrance of the hall watching them go and preparing for battle. Like he'd said, he hated leaving his friends alone and she was no different. He wanted to go back, to see if there might be something, anything he could do to help her. Anything that didn't involve leaving her alone again.

"Dusk, come on!" Twilight had doubled back to see what was taking him so long. "We have to get out of here, let's go!"

"I know, I'm coming," he replied in a distant voice.

She turned his head so he was looking right into her eyes. "I know you don't want to leave her, but we have to take this chance she gave us or it'll be for nothing."

He didn't reply, he just nodded. He just didn't want to talk about it any longer or he might just actually turn back and help her. Facing straight ahead, he followed Twilight out of the door and into a rabble.

A large group of changelings had the entire group locked in battle. They'd barely even left the hall and yet it looked like they'd been fighting for an age, though for every changeling they knocked out, four more would take their place. There were even a few close calls he saw that were only narrowly avoided.

He noted, however, it was the first time he'd seen Shining battle. He still appeared worn down from Chrysalis's feeding, but he still battled on. He executed his blows, holds and throws with expert precision, accompanied with some defensive magic. He was big, but he didn't appear slow. In fact, the speed at which he moved was quite remarkable.

Cadence was battling too, mainly using her alicorn magic but resorting to hooves if her attackers got too close. Luckily for her, Shining very rarely let that happen. But even with this in mind, entering the battle with Twilight, Dusk could tell this would only go one way.

"We need to get moving, or we're going to get bogged down!" Dusk yelled.

"But Dusk, we can't!" insisted Rarity. "There's something we need to do before we leave, somepony we forgot!"

"But who…?" Dusk looked around to see that it was Applejack, Rarity and Rainbow who were battling the hardest. "Of course! We need to-"

"Applejack!" They all looked at the sound of the voice of the farm pony's little sister, who was running hurriedly with her friends, darting through legs and running around fallen changelings.

"Apple Bloom!" She knocked out the changeling she had in a headlock and scooped up her sister. "Yer okay! All-a ya!"

"Yeah, the changelings tried to catch us, but we managed to slip by them because we're so small," explained Sweetie Belle, while Rarity embraced her. "It was really scary…"

"But we managed to make it out, not a scratch!" said Scootaloo, hurrying to Rainbow Dash. "I mean, it was pretty tough, but we did it."

"Yeah, you did." Rainbow flashed her a smile. "Not bad, squirt."

Scootaloo seemed to light up like the sun in the wake of that, but stayed close to her idol as the fight progressed.

Even though they stood their ground well, they still weren't going anywhere and the changelings were continuing to swarm in. The ones they'd knocked down would be back on their hooves before long and they'd just be able to wear them down until they gave in.

Fortunately he wasn't the only one who noticed this.

"Whooee!" Applejack kicked away another attacker. "Now, ah'm used ta pushin' maself ta ma limits, but ah got a feelin' that ain't gonna be helpin' me much this time."

"Acknowledged!" Shining punched aside another changeling and bellowed, "Everypony, get in here! Now, hurry!"

Dusk turned to see he was holding the door open to a nearby café, furiously gesturing towards the doorway. The others were swiftly responding, getting the Crusaders in first and retreating inside, the ranged fighters going last to hold off the changelings. He followed their lead, offering his combined power with Twilight, until she shut the doors.

"That won't hold them for long." Her horn flashed and the door vanished, replaced with a bare stretch of wall. She ran to the other windows and gave them the same treatment. "There… that should keep them out…"

Dusk could hear the frustrated hissing of the changelings outside, furiously scratching at the stone wall. They would certainly have trouble getting through that, but Twilight looked rather worn from the effort. He moved to a side and helped her to one of the tables.

"Thanks, my dearest Dusk." She looked around the café tiredly. "Hey, this is a pretty nice place… we should come here sometime…"

"That sounds like a great idea, but for now, try and stay awake," he urged gently. "We need you awake for this."

"I know, I know but… I really want to have a sleep now…" she yawned.

"Twilight…" He had an idea. "I'll use our connection, you can have some of my energy this time around."

"Dusk, no." Though she was drowsy, her firm tone was clear. "You need that energy just as much as I do."

"You don't have much of a choice if it's my decision," he countered, moving his horn towards her.

She weakly resisted with her hoof. "Yes I do and I say I'm not letting you. You need that strength, to keep fighting."

"Then what am I meant to do when you run out?"

"Neither of you will have to do anything." They looked to see Cadence stepping towards them. "I think I can give you a hoof with that."

She closed her eyes and her horn glowed with an aqua blue aura. A few seconds later, a red heart emerged from the end of it, splitting in half and flying around their heads until it met in the space between their heads and burst like a bubble.

The instant it did, Dusk felt a wave of emotion flood through his whole body, filling him up and making him feel like he could take on the entire changeling army alone. He looked at Twilight and her expression told him that she was feeling the same sensation. Upon seeing her, this wave of magical energy also gave him the sudden urge to kiss her.

She beat him to it, her lips crashing into his in an almost desperate embrace. He returned it with equal force, listening to her moan contently for a few wonderful moments. Before long, most of the magic had worn off, but enough remained so they sat a little closer than before.

"My, my, I rarely see it have that kind of effect." They both blushed when they remembered that the princess was still standing feet away. "Don't mind me, pretend like I'm not here."

"Cadence… what was that?" Dusk asked breathlessly.

"That was just one of my love spells, just to put some perk back in you," she explained. "I could have just given you a basic healing spell, but you two are anything but basic."

"Well… thank you." Twilight rested her head on his shoulder, nuzzling his neck. "We appreciate it."

"I can tell," she giggled. "Right, I'd best go and tend to the others." She winked and walked away, beginning to perform similar spells on the rest of the group.

"Hey, do you remember that fight we had before all this?" he asked the mare of his dreams.

"What fight?" she sighed, while she stroked his chest.

"My thoughts exactly," he murmured, kissing her forehead and watching Cadence perform her magic.

With the others, she hit them with a beam of blue magic that appeared to rejuvenate them, instantly straightening up and grinning afterwards. The only other two she performed that spell on was Rarity and Spike, though the effect was a little less extreme. They still ended up kissing each other though. Her gaze did seem to linger on Ray and Fluttershy for a few moments, but it looked like she decided against it.

But only a little bit. He definitely noted how those two suddenly became a little closer and Ray's lips seemed to be driven towards her for a moment before she looked up and he rubbed the back of his head, laughing awkwardly.

"Okay then, we need to get ourselves organised." Dusk noted how Shining turned his head away from his direction as he spoke. "Now, our main objective is to reach the train station, but if we keep stopping to fight every changeling we come across, we're just going to wind up captured again. We need to get to the trains without any distractions."

"So how're we gonna do that with hundreds of these guys on our tails?" asked Rainbow.

"For starters, we need to re-organise our group," he stated, nodding to the Crusaders. "Since they're priority protection, we'll put you three in the centre so you're protected better. Fluttershy, since you're not one of the best fighters, you stay in the centre with them and look after them."

The Pegasus nodded timidly. "I'll… I'll do my best."

"Sorry, which of us will be doing the looking after?" asked Scootaloo, glancing at Fluttershy warily.

"Don't worry, Scoots," Apple Bloom said brightly. "She can use her Stare to beat those changelings if they get at us, right Fluttershy?"

She hesitated a moment before smiling a little more. "You bet I will."

"Good and just in case, Cadence will be with you too. That okay with you, dear?" he added.

"Well, foalsitting has always been my specialty," she replied, exchanging a look with Twilight. "They'll be fine with me and Fluttershy, don't worry."

"I know they will. Meanwhile, the rest of you will pair yourselves up with a partner."

"Ooh, just like on school field trips!" exclaimed Pinkie. "Will we have to hold hooves the whole time?"

Shining looked confused. "Um, no, you'd best keep them free." He took a moment to recover his train of thought. "Anyway, this'll be so that you'll always have somepony watching your back while also staying together as a group. It's important that you don't stray too far away from either, because it'll be nonstop until we get to the train station."

"See? Exactly like a field trip!" repeated Pinkie. "Don't wander off, stay with the group, stay with your partner until we're back on the bus. I mean, we weren't being attacked by hordes of big nasty bugs that can change into your friends and drain you of your love for them, growing stronger and stronger with every ounce they consume, but it's the same basic principle. Ooh, see there, principle! Like at school! All connected, like I said."

"Right…" Shining stared at her. "Anyway, so pick your partners and stick with them like glue."

"I pick Dashie!" Pinkie said straight away.

The daredevil looked surprised. "Whoa, what bought that on?"

"It's just that what Shining said reminded me of that prank we once pulled? Remember, with the seat and the glue?" she giggled.

"Makes sense to me," she chuckled. "Never thought I'd say that with Pinkie, but I guess I'm taken."

"I'll go with AJ," announced Ray. "After all, I am her hired help."

The farm pony nodded. "Ah'm fine with that. Jus' make sure ya don' slack off here."

"Yes ma'am," he saluted, teleporting next to her.

"Spike, would you be so kind as to escort me to the trains?" asked Rarity.

He bowed in response. "I'd be happy to, milady."

Twilight turned her eyes to Dusk. "So, you okay with nervously bringing up the rear?"

"As long as you're the one charging forward," he agreed.

"Sounds good to me." She suddenly frowned and looked at her brother. "But what about you? Who are you paired with?"

"Nopony." It took a little longer to continue. "I'm… I'm staying behind."

"What?!" Nopony looked more shocked than Cadence. "I just got you back and now I'm going to lose you all over again?"

"You won't lose me, not this time. But I have to," he insisted. "Chrysalis will still be after me. She wants her victory to be complete, so she'll send her minions after me more than you. I can use that to help keep them off your back while you escape."

"But all by yourself?" she persisted. "You're not even at your full strength!"

"There might still be some guards putting up a fight. I'll try and find them, link up and lend a hoof. She won't catch me this time."

Cadence stepped forward. "Then I'm coming with you."

"No, I can't see Chrysalis capture you again," he said. "You need to stay and look after the others. I need to stay… and do my duty."

Tears began to shimmer in her eyes. "But you'll still be alone! I can't just leave you knowing that!"

"You can, because he won't be alone." Twilight stood from the table. "I'll be going with him."

"Twily-"

"Don't even try and talk me out of this, Shining," she snapped. "I have magic just as powerful as yours and you need all the help you can get. I'm not going to let you run off and fight the changelings alone and that's final."

"Twah, you said yerself that we're the only ones who can make a stand," reminded Applejack. "We need you too and we ain't gonna jus' leave ya here."

"You won't be. Once Shining finds some help, I'll find a way to get back to you all before you reach the train station." She hadn't taken her eyes off her brother. "This'll only be temporary, just until you find some other guards, like you said."

Shining looked conflicted for a few minutes. "Fine then. But the minute I get back up and tell you to run, you get back to the others, no arguing."

"No later." She looked back at Dusk. "I'm sorry if it looks like I'm standing you up here."

"He's your brother, I understand why," he replied. "Just be sure you find a way to make it up to me later."

"Oh, I can think of a few things," she smirked. "I'm not going to leave you alone. I promise. We both know you're useless without me anyway."

"I'll hold you to that." He nodded to Shining. "You be sure you look after her."

He returned it. "I plan to. You'll need to partner up with somepony else though."

"Well, since you're leaving me to do some extra hours along with your sister, I'll keep a good eye on him instead," suggested Cadence. "He'll be in good hooves, Twilight."

"I know he will be. Just remember that he's mine and you're engaged," she warned.

Cadence laughed and smiled comfortingly at Dusk. "I don't need reminding of that."

They took a few minutes to organise themselves according to Shining's plan. The Crusaders and Fluttershy were at the centre, while each of the pairs formed a circle around them. Twilight and Shining stood at the head, ready to open the doors and catch the attention of the changelings the minute they emerged.

Dusk gazed intently at the back of Twilight's head. As he'd said, he understood why Twilight had to stay and help her brother, but he still didn't like leaving her, being separated from her with all of what was happening. What if she was parted from Shining in a fight? What if she got captured or they ended up leaving her before she could make it back? So many things that made him want to go with her too.

But he couldn't. He had to stay and help the others. Look after Cadence, watch out for her. Since she had been there for Twilight once to help him beat his darkness, he felt this was like returning the favour. He looked to the princess, who gave him another comforting smile. He was actually surprised at how effective it was, just how much that simple gesture said 'it'll be all okay, don't worry.'

"Everypony ready?" They all nodded in response to Shining. "Be ready to run on three. One…"

Twilight lowered her head, her horn glowing. Dusk's body tensed, his gaze returning to her. He hoped she'd be okay.

"Two…"

Her head shifted, her violet pools meeting his emerald. With Cadence's smile, the presence of his friends and the look she had shining in those pools, Dusk had all he needed.

"Three!"

Sunlight flooded in as the door burst open and they charged out. The changelings outside were knocked aside, taken off-guard, but a few others were already on the attack. Shining and Twilight battled off to the left, shooting down attackers with bolts of magic while their group slipped around and galloped the other way.

His last glimpse of Twilight was her flooring another changeling before she ran around a corner with her brother and out of sight. Over a dozen changelings zoomed after them. He closed his eyes, forced himself to focus.

He and Cadence took the lead, since they knew Canterlot better than the others. Dusk looked quickly around where they were, mapped out a quick route to the station and the group veered left, where they would run straight down the street until the next turning.

He froze when he saw changelings taking up positions along the street. Some crawled down walls, others fell from the sky, but they were all there to make sure they didn't get by. And it looked like they were more than willing to carry out that task.

"Don't be scared, Dusk." Cadence offered him that smile again. "We're all here with you."

He nodded and drew on what courage he had. "This is going to be difficult."

"Doesn't mean it won't be over quickly," said Rainbow confidently. "I always did prefer the hard way."

"We can't let 'em hold us up," reminded Applejack.

"Let's sprint this," said Dusk. "Follow us and don't fall behind."

Everypony responded an affirmative. The changelings screeched a challenge. He could feel the tension in the air. He readied his magic. It was now or never.

"GO!"

As one, they ran. Like a swarm of locusts, the changelings swarmed to meet them. Were he facing them alone, he might run away in fear. But Dusk wasn't alone. He had his friends and he would make sure the changelings knew that.

"Pinkie, Rainbow, soften them up!"

The two mares sprinted and flew to the head. A loud bang from Pinkie's party cannon blasted aside a decent amount of the attackers, a high speed punch from Rainbow knocking aside even more. One tried to go for Dusk, but he punched it aside and kept moving.

"Good, rear guard, go!" he ordered. "Make sure they have a hard time keeping up!"

They obeyed and fell back to the rear, the sound of smacking hooves and booming cannons sounding off at regular intervals. They veered right, where Dusk saw more changelings waiting at the top of an arch. They leaped down as they ran under it, either attacking individuals or joining their fellows in the fight.

A shadow fell over him and he looked up too late to see what was casting it.

A changeling jumped down on top of Dusk. He heard it hiss, tried to turn his head before it suddenly screeched and was knocked off by Applejack's hoof. He accepted it and used the force she heaved him up with to punch another that lunged right for her.

She glanced back at it. "Maybe ah shoulda partnered with you instead."

"You made your choice, but I'm flattered you'd consider," he returned. "Let's get going."

"Right. Jus' remember, if yer ever bored-a workin' in the library an' fancy some farm work, jus' let me know."

He mock-sighed. "Applejack, stop trying to get close to me. You have to accept it isn't happening."

She laughed. "Sorry, girl's gotta try. Besides, ah think ah'm fine with this one feller ah know." She stuck up a hoof. "He and ah are really goin' places."

As if from a signal, Ray teleported next to her, took her hoof and vanished. A loud "Yeehaw!" followed by some changelings being smacked aside told him Ray had just flung her right at some more changelings after teleporting into the air. She rebounded and continued galloping with the group, kicking the changeling her partner teleported in front of her.

Even so, they'd stopped just long enough to allow more changelings to arrive. They would soon be in the same situation they'd just escaped from if they didn't get out of it. Dusk counted the shadows, saw the majority of the changelings were in them. He could do something, but the effort would wear him down considerably.

He coiled the shadows around his attackers, already feeling the strain of so many targets. He was about to give up when he felt a sudden burst of energy that was enough to allow him to grab around thirty-dozen changelings and hold them in place.

"I know that's usually Twilight's job," he heard Cadence yell, "but I'm sure she won't mind this once!"

"I don't think so either!" he called back, noting her glowing horn while it fed him energy. "Much appreciated!"

She returned his smile and galloped on. He was relieved to see Shining's planning was working and they were all working well together as pairs in a group. Even what one might call the oddest pairing.

There was a resounding clang of metal on bone when Spike, riding on Rarity's back, struck it with a length of metal pipe. Another came diving at his partner, but he swung it like a baseball back and cut him off mid-flight, adding a fireball for good measure.

"I always did prefer dancing with a partner," remarked Rarity, levitating him off so that he smacked another changeling. "And I am rather pleased with how this dance is going."

"Just a good thing Ray let me borrow this," noted Spike, whacking a changeling in the leg and allowing Rarity to finish him off. "None of them are gonna lay a hoof on you while I'm here."

"I have no doubt of that." She spotted three more and her aura returned. "Hold on tight!"

He screamed when she flung him up, but he managed to control himself. Raising the pipe, he brought it down on a changelings head, fireballed another in its neck and swiped another with his tail. Rarity danced gracefully directly below him, punching and kicking without pause, like water flowing down a river.

Just as Spike came down, she timed it perfectly and jumped up to catch him, the two of them taking down another couple of attackers when they met in the air.

"You could have warned be about that," he grumbled.

"Always have a surprise to keep things interesting." She levitated him back on, nuzzling him briefly. "I'm lucky to have you with me, my little Spikey-wikey."

He chuckled and blushed, grinning like a fool before being snapped back into the fight by almost getting dismounted by an attacking changeling. Dusk was too and returned his focus to the battle.

After what felt like years, they made it to the station. Unfortunately, so had the changelings. Lots of them, all waiting the instant they emerged around the corner. It was probably one of the first places they secured, so nopony would try to escape.

There were too many, too many to fight through and they were worn by their running. So much for that effort…

"Hey, you guys!" a new voice yelled. "If any of you can do shields, put 'em up now!"

Dusk didn't really have much time to register this before Cadence covered the group in a blue shield. Even with that, he could still feel the vibration in the ground that followed, hear the strange warbling through the magical wall. The changelings all clutched their heads, screeching and falling to the ground.

It sounded like… music.

It turned out he was right. When it was over, the only things left standing were their group and three newcomers. One of them hopped down from an enormous amplifier and mixing desk, kicked it twice and it folded up into a neat black box on wheels.

"Now that's an interesting feature," remarked Ray.

"Compact sound system," explained Vinyl Scratch when she approached. "Pretty handy to carry around, but still got some major bugs in the amps. Either that or these bugs really don't appreciate rock and roll."

"I suppose you're all here to catch the train out of here," noted Frequency. "If so, I suggest we hop to it before the crowed expresses their displeasure."

Nopony argued and they all hurried into the station, where there was one train still waiting. Steam was pouring out of the funnel, but there was no sign of anypony else. Possibly the driver had tried to get it started when the changelings had caught him.

But before he ran in with the others, Dusk stopped and looked back. He hesitated, looking around the street for any sign. But there was nothing. She had to be coming, she had to be…

"Dusk, move it or lose it!" Rainbow yelled, snapping him out of it.

He glanced back around, waited a little longer and ran for the train. She would come. She promised she would be here. She had to be…

"Okay, let's get started. Everypony on board," he said. "Pinkie, I hesitate to ask but can you drive a train?"

"Sure I can." She whipped out a train driver's hat and put it on. "Haven't you seen the toy commercials?"

He didn't question this, but was simply thankful for it and nodded her to the front. He waited at the door, marking off mentally as everypony got on. Even when the last of the group was on board, he wondered if she would make it.

He could hear them buzzing overhead. They were coming and it would be in force. They couldn't stay here much longer, he knew that. But he'd have to wait for her. He'd already left behind Luna, his parents, he wasn't going to leave her too.

"We have to go." He looked to see Ray standing at the door. "We need to get out of here, right now."

"But… but we can't." He knew how childish it sounded, but he didn't care. "We have to wait for her."

Ray shook his head. "Dusk, I'm sorry, but we have to face facts."

"No, no," he insisted. "She hasn't been captured. She's coming, we just have to wait a little-"

"Dusk! Dusk, wait, I'm coming!" His heart skipped a beat at the sound of her voice.

"Twilight!" He looked out of the window and saw his marefriend stumbling into the station. A trio of changelings followed after her.

She turned, tried to fight them off, but one knocked her in the side. Another punched her across the face, sending her reeling. She was finally floored when the third upper-cut her in the jaw, her eyes rolling into her head before she fell.

"NO!" He kicked open the door, just as the train started moving. "Get away from her!"

He charged right at two of the changelings, his hooves glowing orange and punched them both at the same time, skidding from his dive. He tried to get back up, but the other barrelled into him, the two of them rolling before the changeling pinned him to the ground.

Before Dusk could react, he was knocked off by a blue bolt. He quickly got up to see Cadence levitating Twilight onto her back.

"You didn't think I'd leave her behind either, do you?" she asked. "Besides, I'm not going to leave my partner alone."

"No but… thanks." He was cut off by the train whistle from a frantic Pinkie. "I think that's us."

She nodded and took flight, gliding over the ground and back into the nearest carriage. By the time Dusk started to gallop for the train, it had already begun to pick up more speed and he had picked up a couple more latecomers hissing on his heels.

He tried to keep up with the door of the closest carriage, to grab onto the railing, but he kept missing and falling behind. He could practically hear the changelings breathing down his neck, getting closer every second while his salvation moved further away. He pushed himself on, willed his body to hold out a little longer.

It didn't look like he would make it. The door opened and he saw a flash of grey on the step.

"Dusk, take my hoof!" Octavia held it out. "Hurry, come on!"

He almost reached the end of the station. The changelings almost had him. There wasn't much else he could do, no other carriages to try and get on to. His only chance was to jump. This was going to be close.

He stretched out, jumped off the platform, Octavia calling his name and holding out her hoof. It looked so far away, he thought he might be too late…

He grabbed it and she hauled him on, the wall of the station whizzing by a second later as he fell on top of her. Another was accompanied with the sound of changelings smacking into the wall.

"I… I made it…" he panted.

"Indeed, you did. Anytime you want to get off me would be fine by the way," she added.

"Sorry." He quickly helped her up. "You're not hurt, are you?"

"No, thank you. Are you?"

"A little tired, but I'm fine. How's… how's Twilight?"

"She's out cold, but she should be fine."

"Good." A moment of silence passed. "So… how are we then? I mean, the last time we met… didn't really end well."

She actually smiled. "I know, but do you really think that's the first time I've attended an event with Vinyl Scratch and been thrown out? Often, she's the cause of it, but it was nice to have a change, I suppose."

"So… I'm forgiven? I mean, I'm really sorry about it…"

"There's no need. I know you are." She smiled and started off. "Are you coming then?"

"In a moment, hold on…" His eyes were drawn to the glass. He had to see.

Octavia nodded. "I understand. It is… quite unbelievable. Whenever you're ready." She exited the car, closing the door behind her.

He looked out of the window. Small explosions continued to spring up around Canterlot, the little black specks of changelings swarming in. There might be some resistance left, but there was no denying it. The city was theirs now.

The princess's tower seemed so far away already. Chrysalis was in power there now, while the true rulers were her captives. She had won. She had already defeated both Celestia and Luna. How would they ever be able to take it back? He was sure they'd find a way but right now… it just didn't seem possible.

He tried not to think about how many they'd left behind with them and followed Octavia into the other car.

* * *

The scene at the start was taken from the video Once Upon A Time In Canterlot and I do not own the idea in any way. Go and watch that video, it's awesome!


	9. Breaking The News

**Breaking The News**

Silence hung heavy in the train car. He had expected some jokes to be bandied around, some words of encouragement or just making sure they were okay. But nopony was saying a word. Even though they were safe and had made it out relatively unscathed, nopony seemed willing to say anything. The only sound came from the train speeding along the tracks, taking them further away from the fighting.

Perhaps because there was nothing really to say or they were too scared to. It was like they could pretend that if they didn't talk about it, what they just lived through would be some sort of bad dream they could all wake up from. That would be preferable than facing this, because even though they had escaped the battle, Dusk couldn't shake the feeling they were headed straight for another. Surviving the battle only to fight the next one.

It seemed the old moniker he'd once read was true: war never changes.

Dusk remained at Twilight's side, where she lay across a row of seats. He sat on the floor, his hoof on her hoof, waiting for some kind of sign that she would wake up. It looked like she'd received a few blows and scratches from her frantic exit, but she would be fine. That was what he kept telling himself anyway. She just needed to rest.

At least he had her back. The same couldn't be said for Cadence. She sat not too far away, staring out of the window back at Canterlot whilst silently sobbing. The Crusaders had gathered around her and looked like they were doing their best to comfort her. They were probably too young to really understand what she was going through, but nopony really did anything to sway them. The princess needed what support she could get.

He understood how she felt, having to leave Shining behind again. When he thought about everypony else who had been left in Canterlot… Celestia, Luna, his parents, Twilight's parents and who knows how many others, it made him wonder if they could have done anything. Hold off the changelings at the station, start some kind of evacuation, just save a few more.

But they couldn't. There hadn't been time and the changelings were too many in number to stand up against. They'd had to leave when they had the chance, to keep the path of saving the city open. Again, that was what he kept telling himself.

"So… we made it," Ray said, finally ending the spell of silence. "Whole city swarming with changelings but we manage to escape. That's pretty good, right?"

"Not for those who didn't," murmured Rarity.

"Yeah…" He rubbed his head again. "Look, I know this must be hard to hear, but there was nothing we could have done."

"Ray's right," piped up Fluttershy quickly. "Like Princess Luna said, we had to leave while we had the chance."

"And how do you know?!" snapped Rainbow, slamming a hoof down. "What in the hay gave you an idea that we couldn't have done something?!"

Applejack looked at her. "Like what?"

"We were doing just fine against the changelings, you saw it! We could have stayed, gotten a few more ponies on the train while we held them off or even go out and rescue more ponies. Get some guards, free them, take the fight to them!" she suggested angrily.

"And then we woulda been tired out and taken hogtied back ta her royal highness again, leavin' the rest-a the city without us ta defend it," she countered practically.

"And their hired help, of course," added Ray, earning a glare from the mares. "Yeah, I'll just shut up now."

Rainbow snorted. "Some protectors we were when we couldn't even spare the time to do any protecting!"

"Luna told us that we had ta carry on ta fight the next battle and that's what we did."

"So? Shining didn't, Twilight almost didn't. He stayed behind and kept it up, maybe we should have joined him."

"And look what happened ta him. He ended up getting captured again, poor Twah'light's had her light's knocked out and the same could have happened to us if we had stayed."

"You don't know that!" Everypony else watched while they continued to argue. "Maybe he got away with some guards, went underground to fight them or something."

"You don't know that neither!" argued the farm pony. "We jus' gotta be glad that we made it out in one piece!"

"Too bad nopony else did!" They were right in each other's faces now. "You know, I didn't peg you for a wimp, Applejack."

"Well, ah pegged you fer a dumb hothead, Rainbow Dash," she countered.

"Oh yeah? You wanna see how dumb I can really be?" she challenged.

Applejack didn't waver. "Believe me, ya don't wanna go there."

"Oh, I think I do."

"And I think you don't." They both yelled when Pinkie suddenly appeared directly between them and they jumped apart. "It's full of bruises, ouchies and all sorts of nasty things. Nopony wants to go there, believe me."

"What the… Pinkie… how did you…?" Rainbow stopped stammering when she realised something. "Wait, who's driving the train?!"

"Don't worry, it's fine for now," she assured them. "Just came here to make sure you don't go there. You should go to Candy Mountain instead, much more fun. If you don't mind being short one kidney that is."

"Pinkie, what are ya even doin' here?!" exclaimed Applejack.

"Like I said, making sure you don't go there," she repeated. "We already got out of one big fight and I don't want two of my best friends getting into another one, not when we have bigger meanies to hit instead."

They were both starting to look ashamed of themselves, but the party pony wasn't finished yet.

"For what it's worth, I agree with you both. We had to get outta there, but we could have saved more ponies too. I know I would have liked to, but we couldn't. But that's no reason to be sad and it's even more silly if we're gonna start snapping away at each other like this." She suddenly giggled. "Wow, first with Doom and now this, I'm on a roll with this 'stop the fighting' game. Maybe I should go into politics. I'd certainly help them to smile a little bit more."

The car fell into silence again in the wake of this. Pinkie looked from Applejack to Rainbow Dash for a reaction. In the end, it was the latter who sighed in resignation.

"You're right." She glanced up. "Sorry, AJ. Guess I just got in over my head."

"Wouldn't be the first time," she chuckled. "Ah'm sorry too and… ah know where yer comin' from. Ah wanted ta see if we could help some others out too. Ah jus'… didn't wanna think about it too much, ah guess."

"I know, but we can't let that give us all an excuse to start baking frownies. You might all think we've failed or we could have done more or we could have snuck some of the cake back with us, I know something that'll keep us strong. Something that all of us have, here and now. I look around at you all and you know what I see?" Everypony leaned forward expectantly for her revelation. "Eyes and faces, everypony. Eyes and faces."

Dusk thought he'd gotten used to Pinkie's random behaviour. But now, he found himself just as confused as everypony else by this.

Ray tried to comprehend that and completely failed. "… I'm sorry, what?"

"Eyes and faces that are here and not there," she said simply, pointing out of the window before smiling brightly again. "Well, gotta head back to the front. That fire isn't gonna stoke itself. Not yet, anyway. Bye and remember, faaaaaces!"

With one last smile, she darted off back to the front. Silence followed in her wake, but it was a different kind of silence. Less awkward, more trying to prevent themselves from laughing. Even Cadence seemed to have perked up a little.

"Well… she's certainly unique," she giggled, wiping away her tears.

"That she is," agreed Rarity, tittering a little. "And, in her own way, she is right. We could have all easily been recaptured by Chrysalis, but here we are, still together and willing to carry on."

"With hired help, am I right?" echoed Vinyl, chuckling. "So, we made it outta that disaster of a concert, but we need to know the next venue. Where are the bugs gonna buzz to next?"

Octavia spoke up. "I would say that's fairly obvious. Ponyville is the closest settlement from here, so it wouldn't be farfetched to assume that the changelings will strike there next."

"You know something, I came to Ponyville because I heard it was quiet, peaceful, a place where you could forget your troubles." Ray shook his head and laughed. "Could that advertising be any more false?"

"Y'all regret movin' in then?" asked Applejack.

He grinned. "Not in the slightest."

"You're not the only one," Rainbow laughed. "So, now that we know where they're gonna go, what do we do from there?"

"Eager to get back into the action?" noted Ray.

"What can I say?" she shrugged. "Since we weren't able to do anything back in Canterlot, I'd like to have a chance to make up for it."

"The first thing we should do," Cadence said, looking like she'd managed to calm down, "is warn everypony about what's coming. I can do that as a royal representative, but I'm not really sure of how to break it to them."

Ray gave a small shrug. "Considering what they've had to put up with in the way of deadly danger, that shouldn't be too hard."

"But it's figuring out what to tell them," she murmured. "How much should they know and how much would they be better off not knowing?"

Nopony really knew how to answer that. The situation did look grim enough as it was. Then the answer came from an unlikely source.

"They should be told the truth." They all looked towards Sweetie Belle. "If we tell them that Canterlot's gone but not mention the princesses, they might think that they just ran away. But they didn't. They stayed behind so that we could all get away."

"Exactly," agreed Apple Bloom. "Even if they got caught and they were beaten, the princesses are heroes for what they did. Everypony needs to know that there's still gonna be heroes ta help them when they need it or they're jus' gonna get scared too."

"And you guys are those heroes," finished Scootaloo. "You guys have done this before and you can do it again. We might have had to hoof it today, but it was just so we could get more help to kick their flanks tomorrow!"

"Now that's what I'm talking about!" Rainbow offered a hoof to bump, which Scootaloo did while grinning from ear to ear. "When we get back, we'll tell 'em the only reason we ran was so we could turn back around and hit 'em harder when they chase after us! Just like you said, squirt."

"Very well said, Sweetie, very well indeed," praised Rarity.

"That's the family spirit showin' through right there," said Applejack proudly. "A real Apple if ah ever saw one."

Cadence smiled at the Crusaders. "With brains like that, I'm surprised you three didn't get your cutie marks long ago."

The three fillies flushed with pride from all the praise. Amazing how the youngest of them had managed to rekindle their hope.

"Um, excuse me?" Fluttershy raised a tentative hoof. "Um, not meaning to interrupt or anything but um… is Twilight going to be okay?"

All eyes now turned to the lavender mare, still lying on the two seats with Dusk holding her hoof, watching intently for any sign of movement at all other than the slow rise and fall of her chest.

"Is she any better then?" asked Spike, joining Dusk.

"No different really," he replied. "It could have been a lot worse but… she still took a beating."

"We saw." Rarity managed a look of encouragement. "She'll be fine, Dusk. With you looking after her, I'm certain of nothing else."

"We're here for you an' her too, so don't even think about tryin' ta handle this one on yer own," warned Applejack.

"I wasn't planning too," he said earnestly. "I appreciate it. I'm sure she does too."

"She means a lot to us too," said Fluttershy. "I mean, not as much as she means to you, big brother, but still a lot."

"Not only that, but she's one of our strongest fighters with her magic," added Ray. "We need all the help we can get if we're gonna stand up to the changelings."

"For what it's worth, we might not know her as well as you do, but we hope the best for her too," put in Frequency, gesturing to his fellow musicians.

"Yeah, anything we can do, we'll do it," agreed Vinyl. "Maybe I should play her a few tunes on the speakers. Let the power of music heal her."

"I think anything that you might play for her will only serve to worsen her condition," remarked Octavia.

"At least a little rock and roll might wake her up. You try playing to her with some classic and that might just put her in an even deeper sleep," she countered.

"I thought the speakers had overloaded from before," noted Frequency before Octavia could respond. "You wouldn't have any way to play them."

Vinyl laughed. "Oh believe me, Quency, there's always a way, right Pinkie?"

"Yes indeedly!" she agreed, hoofbumping her. "I'm done, bye again!" And back to the engine she went.

Dusk felt a tug at the corners of his mouth from the display, grateful of their efforts.

"I know Twilight and she's not easily put down in any sense," said Cadence comfortingly. "I'm sure she'll be up and about soon."

"Sooner than you think…" a weak voice close to his ear said.

Relief swept through him when he looked to see Twilight's eyes were beginning to open. They soon found him and a smile managed to work its way onto her face.

"Twilight!" He embraced her gently, careful not to hurt her in the state she was in. "You're okay!"

"Of course I am," she said soothingly. "Like Cadence said… it'll take a lot more than some changelings to keep me down…"

"Pretty tough, for an egghead," remarked Rainbow, gathering around along with the others.

"I'll take that as a compliment," she replied. She started to get up slowly, wincing a little. "Ow… I must say, I've felt better…"

Dusk was at her side in an instant. "It's okay, take it slowly. As always, Miss Sparkle, I'm here for you."

Her features creased into a frown. "Dusk… there's no need to be so formal."

He returned it. "What do you mean?"

"I mean… there's no need to call me Miss Sparkle," she said. "You're my coltfriend, I'd say that entitles you to it."

"If you insist but… you always like it when I call you that." He helped her off the chair and onto her hooves. "It's my pet name for you."

"Yeah, something that a school filly might call their teacher, but I don't judge," commented Ray, watching her intently.

"Oh… right, yes, of course," she said, shaking her head a little. "Sorry. I guess those changelings hit me harder than I thought."

"Not too hard, I hope," he smiled. "Your mind is one of your most attractive qualities."

"Oh really?" She gave him a half-lidded look. "Any others that you'd care to mention?"

"Perhaps, but I wouldn't want you to be overwhelmed after the trauma you've suffered."

"It's not that bad and it might help my recovery."

"Only in small doses."

"You tease," she giggled, lightly kissing him. "I think I feel a little better already."

"Glad to hear it," he returned. He thought he saw something spark in her eyes, but knew it was just what he always saw when he gazed at them.

If not more so this time… he found himself lost in her shimmering violet pools for a moment. They were so perfect, so deep he felt as if he were drowning in them. He never wanted to look away, not for anything.

"Nice to see that you two haven't been disheartened by any of this," noted Cadence. "I'm still amazed even now by how good you look together."

Dusk shook his head, a little amazed himself how out of it he'd felt there. He thought he saw a flicker of annoyance on Twilight's face, but it passed a second later. He wasn't even sure if he'd really seen it.

"It's good to see you safe too, Cadence," she said. "I'm glad you're here with us."

"Me too." Her smile faltered. "I'm sorry to ask about this but… what happened, with you and Shining? Did he manage to get away?"

Twilight hesitated for a moment, bowing her head. "We… we held off the changelings for as long as we could after you'd gone. But th-there were just too many of them… so many. He ordered me, told me to run. I-I didn't want to, but he p-put a shield between us. I… I couldn't get through it. So… I ran…"

"What about Shining?" Cadence looked desperate. "Did he escape?"

The look on Twilight's face said it all. "I'm sorry, Cadence. There… there was just so many. I tried to help him, I really did, I did but he…"

Cadence mirrored his marefriend, her hair draping over her face and obscuring it. "It's fine, I understand. At least you… you're safe…"

A tear fell like a pearl, splashing against the floor and followed by a few more. Twilight moved forward and embraced her, endlessly repeating how sorry she was. The others all watched on for the moment while the two mares comforted each other before moving in to do their bit.

Dusk found himself embracing Twilight once more, gently stroking her mane while she shook in his forelegs. He would have noted how very few tears seemed to fall to his shoulder, but every time she looked into his eyes, he could think of nothing but wiping away those tears, no matter how infrequent they may be.

In very brief moments, he thought he could feel something scratching away at his mind whenever he cast his mind to Twilight. It was so small however and Twilight was so distraught, that he was able to easily ignore it. Even if it didn't seem to go away.

They arrived back in Ponyville a few minutes later, which certainly didn't go unnoticed. The explosions and the breaking of the shield must have been clearly visible from here because it looked like the whole town had gathered to watch it. Now, they all flocked to the station as soon as they saw their train pulling in like how frightened children would gather to their mother.

Dusk could see it, the fear in their faces, the loss in their eyes while they tried to understand what was happening and the sadness for those who already had. Even so, the questions tumbled over each other as much as they all did. What's going on? What happened? Is Canterlot under attack? Is my cousin here with you? Is this all of you?

"Everypony, please," Cadence called. "I can explain, but you have to listen." There were some distinct murmurings, but they fell silent. "I'm sure most of you have figured this out already, but as you can see, Canterlot is under attack by the changelings of Queen Chrysalis. But don't worry, we recover from this."

"What about the princesses?" somepony called, ignoring the last part. "What have they done?"

Cadence hesitated a moment. "I'm afraid that both Princess Celestia and Luna have been defeated by the queen. The guards have been overwhelmed. Canterlot… is under control of the changelings and… there are strong indicators that they'll be coming here next."

The whole crowd gasped and a few ponies listening began to panic again.

"Very well then, your highness," said Mayor Mare, who was making a very visible effort to remain calm. "What… is our best course of action?"

"But… I don't understand, aren't you the mayor?" she asked.

"Princess, please," she hissed, Dusk being close enough to hear, "I'm only an elected official here, I can't make decisions by myself!"

"Well… we need to start an evacuation," answered Cadence, keeping her head and speaking a little louder to make herself heard. "I don't know when the changelings will get here, but it would be good to get out while you can. Make for Hoofdale, warn them about what's happening."

"What if we want to fight?" came the voice of Thunderlane.

"The Elements and a few others will be helping to mount a defence," she told them. "If any of you do wish to stay and fight, speak to them."

"But what chance do we have?!" shrieked a mare. "If they managed to defeat both princesses, how are we meant to fight them?"

"She's right!" another put in. "We're not an army, we can't fight! What are we supposed to do?!"

"We're practically sitting ducks! We're doomed!"

Cadence tried to bring the crowd back under control and keep them calm, but they just descended into panic once more, a few of them screaming and muttering. There was no hope, they were done for, I knew I should have moved to Manehattan.

A few of the others exchanged looks too. They weren't going to be able to fight a battle if they couldn't even keep down a panicking crowd. Somepony had to calm them down and reassure them. Sympathise with them.

Dusk wasn't sure what possessed him to do it, but he found himself walking up next to Cadence and letting off a light flare in the air, accompanied with a loud bang. The shock of this bought the crowd to order again and he took his chance before it was gone. Or before he remembered himself and start to panic too.

"My apologies for that, but I'm afraid it was necessary to ensure a little calm," he began evenly. "Now, I suppose it would be… customary to tell you that I'm not scared, that if I can stand before this threat without wavering, then… you should too. But that would be a lie and I was never good at deception. To be honest… I'm scared too. Terrified even, just as you are now."

"Your motivational speech sucks!" somepony yelled.

"If you please," he replied patiently. "Now, I might be scared, but there is one fact that allows me to forget that and give me some strength and that is this. This town has seen and faced so many dangers. It just a few years, we've come under attack from Nightmare Moon, Discord and his Paraserpents, his minion Blackhole Doom, gremlin mischief, the guardian of the underworld on a rampage, even an attack from a dragon. All of those times, I was there with you and I was just as scared as you all were, as you are now. I can understand.

"But despite all of that, this wondrous town, this brilliant town has remained standing, in defiance of all that stood to topple it. I would say that it's because of us, because my friends and even I have lent a hoof in helping to protect it. But we would be nothing without you because you are our reason for doing so. Without this town and the ponies that bring its streets to life, we would have nothing to protect. The only reason we've stood strong is because this town and more importantly its ponies have always stood strong, no matter what the threat.

"Now, I still can't stand fighting and I still have my fear. But if this town is in danger and my friends are behind me, then I am willing to battle on no matter what it is that threatens us if it means that my town… my home can carry on. As it has done and as it always will."

"Right on!" Rainbow was at his side now. "If you're not gonna get behind that, you might as well run off right now."

"Ah ain't goin' nowhere," put in Applejack.

"I never have and never will, no matter what the state my hooves will be in afterward," vowed Rarity.

Pinkie bounced up. "If that's an invitation, you can bet I'll be there at that party!"

"I… I might be scared b-but if you're gonna fight… I will too," said Fluttershy as bravely as she could.

"No way you're gonna leave me out, buddy," said Ray. "After a speech like that, I'd feel guilty walking out on you."

"It may not be my home, but if you can spare the time to save mine, I'd appreciate it," put in Vinyl. "I'll buy you a drink next time you're in Canterlot."

"I'll always stand with you," promised Twilight. "Always."

A different kind of atmosphere descended on the crowd. There were a few more brave faces, all of them looking towards Dusk and his friends.

"So, like I said," Cadence began again, "if you do want to stay and fight, let us know."

Though he couldn't be entirely sure, Dusk felt that he had got them a few more volunteers. He wondered whether or not that was truly a good thing, considering what was coming.

* * *

The crowd has dispersed not long after. Some would be preparing to evacuate their homes, others would be reporting to the girls and Dusk to begin organising some kind of defence. It would be difficult, considering the townsfolk weren't exactly soldiers and Ponyville was pretty exposed out in the open plain, but it was clear they weren't prepared to stand by and do nothing.

Ray Strike allowed himself a smile while he made his way through town, to find somewhere quiet to think. He never would have expected his friend to come out with a speech like that, even he felt a little more inspired by it. Even with his observational skills at reading ponies, they could still surprise him sometimes and not just Pinkie.

He ended up under a tree on the fringes of the outskirts and set himself down. He found his gaze wondering towards Canterlot. The explosions had died down now, but he could still make out some ruined parts of buildings and the tiny black swarms that buzzed around it. They would be coming for them soon. He just hoped they would be ready for when they did.

Realistically, it looked like they didn't have much of a chance. The changelings were greater in number, better trained, they had a hoofhold in a fairly secure location and that wasn't even counting their unique abilities. Then again, they weren't the only ones with unique abilities and at least now they knew they were coming and had the time to prepare, organize a resistance.

Whether or not they would win, he had no idea. He was just going to do what he'd always done before this: wander along and hope he wound up somewhere good. As long as he could still help his friends…

"This is a nice spot," remarked a voice. "I can see why you, Twilight and her friends like living here."

He looked to see Princess Cadence standing close by. She must have followed him out of town. He couldn't help but watch her warily, considering all that had happened.

She didn't miss this and smiled easily. "Don't worry, I am the real Cadence, not some changeling in disguise."

"I know but, you know, can't be too careful," he reasoned. "I just find it weird having to reassess my opinion of somepony I thought I'd already met."

"Even though that somepony wasn't actually me?" she asked, smirking.

"I didn't know that," he argued. "You can't blame me for it."

"That's a fair point. Then let's be formally introduced. I am Princess Mi Amore Cadenza, but I prefer Cadence. It's a pleasure to meet you," she said, holding out a hoof.

"I suppose it is nice to meet me," he joked. "I'm Ray Le Grande Strike, but I prefer Ray."

She raised an eyebrow. "You just added in the Le Grande part to sound better, didn't you?"

"Possibly."

"Are you making fun of me?"

"No! Maybe. A little bit. Please don't kill me," he said quickly.

She laughed. "Since you asked nicely, I'll spare you. This time."

Ray returned her smile. He could tell that she was pleasantly surprised at how informal he was being. He never really did abide much by titles and authority, something that had gotten him into trouble more than a few times. He'd made sure to be cautious with the princesses, but he figured that Cadence wouldn't really mind too much.

Good to see that he was right. He usually was about this kind of thing, but still, always good to affirm it properly.

He cringed and pressed a hoof to his head. He gritted his teeth, hissed through them until the burning sensation ceased. Not as bad as some others, that was something.

"Getting a headache?" she asked. "I can do something about it and don't worry, I'm not going to take control of your mind."

"Nice to know I have that," he replied with a grin. "Don't worry about it, I'm fine. Nothing I can't handle."

"Oh, I see." She set herself down next to him. "You're one of those tough guys, who keeps all their pain deep down to appear aloof and mysterious because you think the ladies love it."

"Yep, you got me," he laughed. "But hey, can't deny it doesn't work. I've got six girls following me and here you are, so I must be doing something right."

Cadence giggled. "You know, I am engaged to be married."

"Oh, so that was your wedding we were attending?" he asked jokingly. "You know, I honestly had no idea, I didn't get the hint it was meant to be a royal wedding."

"And I tried so hard to be subtle," she despaired. "Besides, I think we both know that your interest doesn't lie with me."

Ray felt his face flush. "What… what do you mean?"

"I think you know," she sais slyly. "I couldn't help notice that you and Fluttershy seem rather… close. Would you agree?"

"I um… I guess…" he muttered.

"That's what I suspected. Unless you're sure it's anything otherwise?"

Ray didn't even really know himself. It was true that he found himself to be happier with Fluttershy more than any of the others. She was a… a beautiful mare, there was no denying that. He liked her rather shy nature, her kind heart, the way she cared not only for her animals, but for her friends too. Her quiet voice, the way she liked to hover above the ground but never really take to the sky, her big, round blue eyes that literally radiated compassion…

But, as far as what Cadence was implying… he really wasn't sure. He suspected there might be something. He knew better than most how flustered he became whenever the subject was brought up. But he was mostly confused. In all his time, he'd never felt about anypony the way he felt about her. He didn't really know if he should pursue his interest, if that interest even existed.

It wasn't just that though. He had his own reasons for being cautious… or reason, rather.

"I um… well… you know…" He just ended up rubbing the back of his head in his usual nervous habit.

"Oh, I see." She gave him a sympathetic look. "Well, when you figure it out, you let me know, okay?"

"Okay. Thanks," he said sincerely. "Hey and um… I'm sorry. About what happened to Shining. This must be hard for you."

"It… it is, yes," she admitted, her voice breaking a little. "But he did what he had to do. I need to stay strong. It's… what he'd want."

"I guess that's one way of looking at it," he said with admiration. "It's good you're not letting this get to you."

"Of course I'm not." She looked off at Canterlot. "I'm going to get him back. I don't know how, but I will. Just you watch me."

"I will be," he said, noting the sheer conviction in her voice.

"But it's not just me. Twilight's probably taking this as badly as me, the poor dear," she sighed. "She's just lucky she's got Dusk and friends like you to watch out for her."

Normally, Ray would have agreed with her on that, probably with some kind of witty response or quip. He even wanted to. But in a moment when everypony had been looking away, while Cadence was being comforted, Ray remembered seeing a different kind of reaction on Twilight's face. The kind of reaction he wouldn't have expected to see.

Very briefly, she'd smirked.

There had been nothing pleasant about it either. It had given him a feeling of unease to see it. When Rarity had turned to face her, she'd instantaneously switched back to looking distraught, but he could tell which one of those had been more genuine. He'd had a suspicion from the moment she woke up and it only continued to grow.

But he didn't want to say anything yet, so he replied, "Yeah, it is. Don't worry, I'll be sure to keep watch of her."

"I'm sure you will." She looked at him. "They're lucky to have you in their group. You might not be an Element, but I've rarely seen anypony fight as hard as you did back there."

"Well, you know what they say about when push comes to shove and those changelings were doing a lot of shoving," he shrugged.

"Another fair point," she agreed. "But I heard tell that you're not overly fond of Canterlot. Is that true?"

He turned to her. "You really wanna know?"

"That's why I asked," she countered.

"Okay then." He turned back to the city. "I have no ties to Canterlot, in fact I kinda dislike the whole place. I don't have any real motivation to save it. I don't have any great duty to Equestria, like my friends, or any real relationship with either ruler. Really, I'm just an average, run-of-the-pony who hangs out with the Elements. Not much else to it."

"But I saw you, during our escape. You were practically throwing yourself into the line of fire. Quite determined for somepony with practically no motivation," she noted. "You know how dangerous it is to involve yourself in an affair like this?"

"More than you know."

"But you still do it. You still leap right into the fray with the others. So, I'm curious… why?" she asked simply. "I'm not challenging your ideals, I just want to hear your reasons from you."

Ray gave this question a little bit of thought. After a while, he answered with the same conviction Cadence had before.

"...They're my friends. I just...want to protect them...no matter how much pain it causes me."

The princess nodded, smiling all the more. "I'd say that's definitely reason enough."

Ray certainly hoped it was. He returned the smile, all the while trying to ignore the mild burning that had started again in his head.

* * *

It was starting to look like Canterlot already. Quite fitting, really.

Ponies were running this way and that in the wake of the news that the changelings would soon be upon them. Tenants hurried out of their homes, would-be fighters gathered up the closest things that resembled weapons. Foals and fillies either wept or stayed silent while their parents argued about choices to fight or run away.

In the midst of it all, one figure was surprisingly still. She didn't panic or run or prepare. She just stood and thought, watching it all. Quite appropriate really, considering…

It was with some contempt that she watched all these ponies, running around, losing their heads, clinging to the possibility that they actually stood a chance. If only they could really see what was coming for them, none of them would be staying to fight. They would all be running away.

And they would be, once she was done getting rid of a few things that kept them clinging on. Once she was done, they would all let go. And what a fall it would be.

"Time to go to work," she murmured, finally setting off to do her duty.

* * *

So yeah… all of that happened. Nuff said.


	10. Changing Views

**Changing Views**

Even though the number of ponies populating it were starting to lessen, the town was still abuzz with activity. While most other ponies were gathering together family members and loved ones, gradually trickling out of town to relative safety, those who elected to stay behind and defend their home were preparing for the coming battle.

Some worked alone, some in groups. Some gathered together weapons, or the closest thing they had to a weapon, some tried to calm or psyche themselves so they were ready to fight. Everypony had their own way of getting ready for battle and a certain butter yellow Pegasus in her home was no different.

"Grr, rargh!" snarled Fluttershy into the mirror. "Y-you want a p-piece of me changeling? Huh, d-do you?"

The reflection snarled back at her and she jumped with fright.

"W-well you can, whatever you want!" she squealed, cowering before it. "I'm so sorry, please don't hurt me!"

It took her a few minutes and a few taps from Angel to be reminded that there was no changeling in her home. She'd just been startled by her own reflection. Again. How silly was that…?

She sighed and picked herself up to try again. She closed her eyes, remembering Rainbow's advice to focus on things that would make her angry. It would give her the courage to strike back, to stand her ground no matter how scared she might be. She'd done it against the Paraserpents, she just had to find it again.

She pictured all the things that would set her blood boiling. Seeing a poor little creature being bullied, her friends in danger, Ray calling her name for help… for some reason, the last one really got her angry and she actually thought he was for a moment.

"Right then, let's do this!" she growled, rounding on the mirror and standing firm against the face that growled back. "Do you want a piece of me, do you?!"

"That's one way to greet a friend." She jumped and squeaked again at the sound of the voice. "And that's another, but not as scary."

She whipped around, her heart rate lowering when she saw who it was. "Oh, Twilight… I didn't realise it was you."

"I noticed, otherwise I'm pretty sure there wouldn't be much left of me," laughed the unicorn, but stopping when Angel ran up to her leg. "What the…?"

The bunny glared at her in a way that gave Fluttershy chills. He started to punch her leg with his little paws, darting around her like a boxer.

"Angel bunny, stop that right now!" She flew up and pulled him away. "Bad bunny, that's not very nice!"

He didn't heed her, tried to struggle away while pointing frantically at Twilight and shaking his head. The librarian watched him warily while the Pegasus held him back.

"That's enough from you, mister!" She planted him at the door to the garden. "Outside, go on! Go!"

Angel kept up his little display for a few seconds, turning his glare to Fluttershy. She remembered about being assertive and didn't flinch. Finally, he stamped his foot, turned tail and marched out in a huff.

Fluttershy shook her head and turned back to her friend. "I'm so sorry, Twilight. I've never seen him act like that before, especially not with you.

"It's fine. I suppose he's just tense with all that's going on," she reasoned. "What did your reflection ever do to receive such punishment?"

"Scaring me, so far," she giggled. "No, I'm j-just trying to get myself ready. You know, for the fight. I thought… this would be the b-best way to do it."

"Well, if the changelings come at us with mirrors, I'm sure they won't stand a chance against you," she giggled.

"R-right," she laughed reluctantly. "I'll… I'll just try my best, for my home, for you all…"

Twilight's features became concerned. "How are you, Fluttershy? How are you feeling about all of this?"

"I… I'm fine," she lied. "You don't need to worry about me, Twilight."

"I beg to differ." She placed a hoof on her shoulder. "You don't have to lie to me, Fluttershy. I'm your friend, aren't I? You can tell me how you feel."

Fluttershy was both grateful to Twilight and spiteful to herself for appearing to look so pathetic. She collapsed to the floor and shook her head.

"I… I don't know if I can do this, Twilight," she admitted. "The fighting… I don't know what I can hope to do…"

She nodded. "I think I know what you mean."

"I know it sounds silly, but I'm… I'm just scared," she whispered. "Even after Discord and Doom, after all I've seen I'm… I'm still scared. Can you believe that?"

"I can," she said gently. "It's okay to be scared, Fluttershy. I am too."

"But you can be a lot braver!" she insisted. "I didn't even really help, back in Canterlot. You can all fight… I was just cowering, t-trying to stay out of the way. I barely even threw a punch, for all the good it would have done…"

"It's okay, Fluttershy… I understand…" She hugged her gently. "In fact, to be honest… that was kind of what I was here to talk to you about."

"What?" she asked. "What is it?"

"Well…" She hesitated. "No, I don't think I should say…"

"No, please, tell me," she pressed on. "It wouldn't be important if you didn't want to tell me, especially with what… what's happening. I mean, only if you want…"

Twilight frowned in thought. "I'm just wondering here… you're not much of a fighter, right? I think we both know that."

"Oh, I'm really not," she agreed immediately. "I honestly think I wouldn't be much help… I'd just get in your way."

"Right, because and don't take this the wrong way but… I think so too," she said with conviction. "I mean, I'm sure you're trying your best but…"

"It's okay, Twilight… I know where you're coming from…" She could hear the waver in her voice. "Do you really think… I should stay out of the fight?"

"Honestly? Yes, I do," she affirmed. "It would be best for you, best for everypony. I'm sorry to say it, but I really think so."

"Right…" Even though she knew it all along, hearing that still stung. "What about the others… do they think so?"

"Yes, but they don't want to say anything in case you got upset," she explained. "I thought it would be best to be honest with you. They're worried about what might happen to you."

"I see…"

"Ray especially. I know he doesn't say, but he really doesn't want to see you get hurt," she said softly. "You can tell how worried he is for you. He'd say the same if he were here… and if he wanted to."

"I understand…" she murmured weakly. "Thanks for t-telling me this, Twilight. W-what do you think I… I should do?"

"I'd say that's more up to you," she answered. "Whatever it is you think you should do, you go ahead. Believe me, it's for the best."

"Right… I'll try and t-think about it…" she replied. "Th-thanks for coming by, Twilight. If you hadn't and… I'd gone out there…"

"No problem, but let's not think about that now. Thanks for being so understanding. Just…" She lowered her voice. "Don't tell anypony I spoke to you about this. I don't think the others would be happy if they found out."

"R-right… I'll keep quiet…" she nodded. "You're right… I knew it all along… I'll s-stay out of this…"

"I'm glad to hear it." She smiled tightly and gave her one last hug. "Well, I'd better get going. Things of my own to prepare. Take care now, Fluttershy."

She nodded. "You too, Twilight… be careful…"

"I will." She paused at the door and looked back. "I'm not trying to hurt you, Fluttershy. I just want you to think carefully before something else does. Or worse."

The librarian left, walking back towards town. Fluttershy didn't even watch her go, barely able to move from this spot in the floor. The words weighed to heavily on her mind to let her move. She had known deep down all along how her friends… how Ray must feel. She'd desperately hoped she could be brave enough, that she could do something…

How pathetic was that?

She stood back in front of the mirror, trying to find that anger again. But she didn't see any scary fighter or anger driven pony. All she saw was her, timid and scared, about as much use in the coming battle as a toothpick. Twilight was right. She wouldn't last a minute…

She bowed her head, hoping her mane would be enough to cover the tears that had started to fall down her face.

* * *

Rainbow Dash had seen many ways to prepare a pony for something big and important, especially for some kind of tournament or fight. Flying laps around a track, long gruelling periods of wing-ups and weightlifting, self-pep talks, anything that would help motivate you and get your strength up for the final show. She'd experienced it herself a few times.

She thought she had seen it all, but even she had never seen anything like what Pinkie Pie was doing, dressed up in a head band, sweat band, shorts, everything a gym enthusiast would need. She liked to think she was dedicated, but this… this was a whole new level.

She watched amazed as the party pony went about her 'exercises'. It wasn't so much that she was preparing custom shells for her party cannon, mixing together her patented party grenades, exercising with everything from skipping ropes to weights to punching bags while having the occasional cake in-between.

It was more to do with the fact that she was not only managing to perform all of these tasks at once, barely slowing down or stopping and playing this particular music from somewhere in her home. Even she couldn't resist bobbing her head to the beat, while Pinkie would occasionally sing along to it.

_The hour's approaching to give it your best,  
And you've got to reach your prime  
That's when you need to put yourself to the test,  
And show us a passage of time  
We're gonna need a montage!_

_We're gonna need a montage!_

_Show a lot of things happening at once,  
Remind everypony of what's going on!  
And with every shot show a little improvement,  
To show it all would take too long!  
That's called a montage!_

"Pinkie," she laughed, shaking her head, "I know it seems like I say this every day but you are so random."

"Aw, you don't say that every day, Dashie," she replied, placing some powder into a grenade casing. "Just every other day." A small explosion sounded off. "Hmm, needs more flashy stuff."

"There's gonna be a lot of that." She shook her head again. "How have you even got the energy to pull off all of this."

"That's what this is for." She held up the cake when she darted by it. "Never underestimate the power of the sugar rush, Dashie."

That earned a laugh. "I think you're just on a permanent sugar rush. I still think you're gonna end up crashing if you keep this up."

"Come on, Dashie!" She paused at the punching bag with a changeling pasted on it. "You can't deny it works. Even Fluttershy had a montage."

"What the heck is a montage anyway?"

"Besides," she went on, avoiding the question, "pretty funny to hear you tell me about crashing."

"Oh yeah, real funny," she remarked. "The only thing that's gonna be crashing are those changelings when they show up and try to take me on."

"That's the spirit, Dashie!" Her face darkened a moment. "Those meanies are gonna think twice for thinking they could have their party here in Ponyville when it's not Pinkie-approved."

"I know I would." She smirked at her. "I'm glad you're on our side, Pinkie."

"Of course I am," she replied brightly. "Whatever side my friends are on, that's where I am. Unless they're changelings pretending to be my friends, but that would be fine. I can always tell who my real friends are."

"I hope so or we're gonna have a lot of friendly fire." She stretched her limbs. "Well, I'm gonna prep myself too. Have fun making your… montage."

"Okay-dokey-lokey!" affirmed Pinkie. "You should try it too, it really works!"

"I'll pass!" she called back.

"Suit yourself! Always fade out in a montage," she heard her sing, "it seems like more time has passed in a montage…"

Rainbow allowed herself another laugh. Pinkie sure did have her crazy methods for any situation. Personally, she preferred her own methods which were just as awesome, if a little less random. Looking up at the sky, she could see that a few other Pegasi had the same idea. Those who did were all punching and kicking at clouds while fighting or sparring with each other.

It was good to see them all so serious about this, like when she'd trained them for the water collection for Cloudsdale. She remembered that the Pegasi used to be great wairrors. Good to see they were all going to be going back to their roots.

She ducked casually under a punch that almost hit her, backing up a little.

"Careful where you swing there, Thunderlane," she warned with a chuckle. "You almost took my head off there."

"Sorry, Dash," he replied. "I just saw you moving and I acted with my gut. Didn't realise till my hoof was already flying."

"Well, it was a good punch, just control you gut more," she advised. "Won't be much good if you're hitting more of our guys than theirs."

"You got it," he nodded. "You should see Cloudchaser and Flitter over there. The way they move, I'd swear they were one pony."

She looked over to see the twin Pegasi to see them double-teaming clumps of unfortunate clouds. He was right, they moved so well in-sync it was like they were reading each other's minds or something. Every now and then though, one of them might hit the other by accident and it would shatter their unity.

"Hey, watch where you're kicking!" yelled Cloudchaser.

"Me? You were the one who was supposed to go under me, not above me!" argued Flitter.

"How come you didn't see me? I was literally right next to you!"

"Then say something next time! I'm not psychic!"

"She's right!" called Rainbow. "You two are great, but communicate more or you'll just end up with more of that!"

"You got it, Rainbow!" called Flitter. "See? Told you we should talk more while we're fighting to make this work."

"Whatever," grumbled Cloudchaser. "Never have to talk when we're doing this for clearing clouds and clouds can't hear us so they know how to fight back."

"Then we'll just keep it short and snappy," she reasoned. "They won't have time to act and they won't know what hit them."

Rainbow was about to tell them that was exactly what they should do when she had to dodge something else.

"Look out below!"

A grey blur shot past her and slammed into the ground, leaving a fairly sizable crater. Thinking it was a changeling, she darted up to confront it only to find a familiar wall-eyed Pegasus crawling out, smiling bashfully.

"Sorry, Rainbow Dash," she said. "I was just trying to do a kick but… I went rump first instead of hoof and lost control. It was just an accident."

Rainbow stared up at the several clouds she'd managed to travel through on the way down and the size of the crater she'd left.

"You have a few more accidents like that, Derpy and the changelings won't stand a chance," she laughed, helping her out. "Just make sure you try and land on them."

"You got it!" She looked past Rainbow and waved. "Hey, Twilight! No changelings, just me!"

She looked down to see the lavender unicorn approaching her. Though she couldn't really tell from this distance, she could partially make out some apprehensiveness on her face. Even with this distance, it was kind of easy to tell with Twilight.

"Hey, Rainbow." She could hear the waver in her voice. "Can I talk to you, please? Alone? I wouldn't ask, but it's urgent and I'm not sure who else to tell."

"Sure," she said without hesitation. "You keep at it, Derpy. Try to land on something that's not a pony."

"Right!" she replied brightly, while Rainbow walked off with Twilight. "If you're not feeling great, Twilight, I can bake you a muffin! That'll cheer you up, come tell me if you want one!"

"Yeah, they're doing great," she noted to her friend while they walked. "You can bet by the time the changelings show up, the Pegasi will be ready to send 'em running right off again."

"Good to know," she muttered. "But I hope they won't have to be ready to deal with this…"

That made the daredevil even more concerned, so she picked up the pace and led her into a side alley. She only seemed to grow more apprehensive while they walked… even scared. This had to be pretty bad.

"Okay, shoot," she offered when she was sure they were alone. "What's gotten you so spooked all of a sudden?"

"I… I need to tell you something, something important…" she whispered, on the verge of panic. "I… I didn't know who else to tell, who else should know but…"

"Whoa, slow down. Put the brakes on, get yourself together, then tell me," she told her.

"Right… okay…" She took a few moments to collect herself. "It's… it's about Dusk. I wasn't sure if I should say this, I don't even think he has, you know how he is but… I think he's coming back."

Even though she had a pretty good idea of who 'he' might be, she had to ask. "Who is?"

"… Doom…"

Cruel laughter, shattering bones, blinding pain, it all rushed back to her in that second before she got it under control.

"Doom?" Rainbow was startled by the whisper she now spoke in. "But… I thought you got rid of him. Your spell, it got him out."

"I thought it did but… I saw Dusk, during the fighting," she whispered. "Every now and then, his eyes would turn go the same shade… _his _eyes. A few times… it actually looked like he was enjoying it."

Rainbow suddenly felt a little colder. "You sure you saw it?"

"I don't know, I'm not even sure if he knows, but I want to be ready for the eventuality," she said earnestly. "I didn't really know who else to tell. You of all ponies know how dangerous he is…"

"Yeah, I remember," she muttered. "Well… I dunno about this, Twilight, but… I'll be on the lookout, in case anything happens."

"Thank you, I knew I could count on you!" She threw her hooves around her in a hug. "Just don't mention to the others I told you about this. If Dusk or rather… Doom hears it was me, he might get angry enough to…"

"It's okay, I won't say anything," she promised. "If he does show up again, I'll knock him back down before he can even say 'hi'."

"I know you will." She looked around fearfully. "I should get back, keep an eye on him. Thanks again, Rainbow."

She galloped off and the Pegasus could feel a slight tingling in her wings.

She really wasn't sure what to think of that. With all that was going on, Twilight might just be scared and seeing things. With all that was going on, that wasn't too much of a long shot. But she looked so convinced, so scared that what she was saying might be true…

If it was, if Dusk did turn again…

She looked back toward the Pegasi, still training for the battle, at the other ponies who'd elected to fight or those who were fleeing. It was bad enough that changelings were on the way, they didn't need this too. They'd already suffered under Doom once… she wouldn't be about to let it happen again.

Rainbow didn't know if Twilight was right about this, but maybe it was a good idea to keep an eye on Dusk. Just in case…

"Sweetie Belle, I don't want any more arguments," Rarity said firmly. "I want you to go to mother and father's house and evacuate with them."

"But I want to stay with you!" she insisted, tears streaming down her face. "I want to help you in the fight!"

"Don't be ridiculous, Sweetie. You're far too young to be involved in such a conflict," she said.

"That didn't stop me from helping you against Discord!" she argued.

"Only because I had little say in it until you literally showed up in the fight!" she countered. "If I had my way, you would have been sent off right then and there."

"Then why did you let me stay?"

"Because last time, nowhere was safe. Discord's influence was everywhere, but Chrysalis will have to put in more effort before she can achieve what he did with a snap of his fingers."

"Then you'll need more of an effort to help stop her and I want to help!"

* * *

"Sweetie, please do as I say," she begged. "You're too young and it's too dangerous for you to stay."

"I don't care about that!" she screamed. "I don't want to leave you!"

"I… I don't want to leave you either."

"Then let me stay. I can't just leave my big sister…"

"And I could not forgive myself if anything happened to my little sister." She cupped her cheek. "You're my little sister, the only one I have. I wasn't sure if I could keep you safe last time, but now I have the chance to see you get away safely. I don't want to leave you, but I have to. The least I can do is make sure you're safe this time. Please, for me?"

The filly stood there for a long while, her bright green eyes shimmering, begging almost as loudly as if she'd been speaking. Finally, after what felt like an age, she lowered her head, her bobbing curls falling over her face.

It was necessary, but it still pained the unicorn to see her younger sibling like this.

"It's not so bad, Sweetie. Apple Bloom and Scootaloo are being evacuated out too," she tried in an attempt to lessen it. "At least you'll have them with you."

"But we'd all want to stay with you… and help you." She hugged her, her tears soaking Rarity's leg. "Come back safe, big sister."

She hugged her back. "That's a promise, little sister. Now, go on. I'll see you off before you go."

She hated herself for making it sound like she was just saying goodbye after having them over for tea, but she just didn't know how else to express it. Other than allowing her own tears to start flowing, but she had to remain strong for Sweetie Belle.

The filly remained gripping her leg for a long while, Rarity soothingly stroking her mane and trying hard not to cry herself. Finally, she let go and gave a little hopeful smile.

"You make sure… you beat those uncouth ruffians out of our home," she sniffed.

She managed to return it. "Oh don't worry, I'll see to it personally."

With that, her little sister left the Boutique, though not with any less tears. Rarity watched her go from the window, feeling some of her own tears trickle down her cheeks. She gave a hearty sniff and wiped them away.

"Compose yourself, Rarity," she told herself. "Now is not the time for tears. It is the time for action and for that, I need the appropriate accessory."

She ventured upstairs to her inspiration room, pulling out a long box that she had kept under the desk. She opened it slowly, gazing upon its contents. She nodded in satisfaction, pulled it out and wore it on her person, looking it over in the mirror. It went perfectly with the rest of her, as she'd intended.

In the wake of Discord's serpents and Doom's takeover, she felt it was a necessary step to take. She didn't really like getting her hooves dirty, she was skilled at dancing and making clothes, manipulating fabric with her magic. This looked like the perfect combination and hopefully, it would be.

She heard the sound of the bell to her shop ringing. Probably one of the others, she thought. Or perhaps Spike.

"I'm upstairs," she called down. "Feel free to come up, if you wish!"

"Hey Rarity," came Twilight's voice a few seconds later. "Weird time to be modelling a new scarf, isn't it?"

"Ah, but this is not just any scarf, my dear Twilight." She levitated it before her. "You see here, how the edges are shining? It's because I weaved gems all the way along them for its purpose."

"I see… and that is?" she asked, examining it.

"For the defence of my person." She suddenly whipped it towards some fabric, slicing it in half. "Not sharp enough to cut all the way, but enough to deter an attacker."

"I see…" remarked Twilight. "And you can wear it when you're not using it?"

"Exactly. It is, for one such as myself, the perfect weapon…" She used it a few times as a ribbon dancer might… "and the perfect accessory, adjustable for winter or summer." She wrapped it back around her neck and posed. "Isn't it fabulous?"

"Very lovely," agreed Twilight. "Just so long as you don't cut yourself with it."

"Indeed." They walked back downstairs, where Rarity offered her a place on her swooning couch. "So, what brings you here, darling?"

"Well," she replied, suddenly fiddling with her hooves, "I wanted to talk to you about something."

Rarity had somewhat expected this. Just before, when she'd been looking for Sweetie Belle in town, she'd come across Applejack who was bringing some carts from the farm. The farm pony had asked her if she'd seen Twilight, which she hadn't since the train station. After a moment, she'd told her to try and talk to her if she did see her, as the unicorn appeared to be very apprehensive.

Just before, she'd come by the farm and heavily hinted to Applejack that it would probably be a good idea for her to leave with her family, so that she could look after them. This confused Rarity, as she had assumed that at least Big Mac would be staying to fight.

"That's what ah told her," she'd replied. "Granny Smith's headin' out ta look after Apple Bloom, but me an' Big Mac are stayin' ta fight fer what we earned and fer what we have. Sure as hay don't have any plans on hoofin' it now."

"I thought as much," Rarity had nodded. "And what was her response to that?"

"Well, she kept talkin' about me leavin' with 'em fer a bit an' when ah made it clear we weren't goin' nowhere, she kinda stormed off 'fore ah could say anythin'." She'd leaned in conspiratorially. "Ah think that, with all that's happenin', it's startin' ta get ta her. She's scared-a losin' us like she lost her brother."

"I can certainly see why," she'd agreed. "You have my word, Applejack, that I shall endeavour to put her fears to rest, if that is the case."

"Ah was hopin' that ya might," she'd admitted. "Just be careful, ah think she's really on edge right now."

"Fear not, I know exactly how it is to have one's nerves frayed. Shut up," she'd added for the look that Applejack had given her.

It looked like her services were about to be called upon.

"What's on your mind, darling?" she asked gently. "You can tell me. This ghastly affair is somewhat getting to all of us, I should think."

"Thanks for understanding." She hesitated a moment. "Well… I was just wondering… do really think we stand much of a chance?"

"Against the changelings you mean?"

"Yes." She looked out at Canterlot. "They've already taken Canterlot and beaten both princesses. They outnumber us by far, they have better training… I know we've beaten the odds before, but I don't really know if we can this time."

Rarity nodded. The thought had crossed her mind, as no doubt it had with the others. It was difficult to remain steadfast against such a tide.

"You understand then?" She looked almost desperate. "Can we really stand up to them? Do we have a chance?"

In any other circumstances, Rarity would have given in to her melodramatic instincts and started to panic too. But not now. Her friend needed strength and she would rather use those instincts to give it, since she'd already done so much and suffered so much.

"Twilight, I know it must be hard for you. You've lost your brother, your home, your teacher to these vile monsters. But never fear!" she exclaimed, placing a foreleg around her. "We must remain strong against them, firm no matter what they may throw at us. It is as you said, if we do not, who will?"

Twilight glanced unsurely at her. "I… guess you're right."

"I know it must be trying, but we must remain strong and stand together! If we do not, many more shall fall and all of the land shall succumb to the darkness! We brave few must hold the line here, so that they will know for generations to come that we were the ones who stood against the gaping maw and said 'no! Not here!' For the love of Ponyville, Equestria and all ponies everywhere, WE CAN FIGHT!"

Silence hung in the air for a long while afterwards until Twilight finally said, "Very… inspiring."

"I hoped so," replied Rarity. "Still, if it's comfort you need, perhaps you should go and see Dusk. I have a feeling he'd be more than happy to oblige."

She brightened at this. "You know, that's not such a bad idea. I'll go and do that right now."

"I thought you might," she tittered. "I shall not keep you a moment longer then."

"Thank you, Rarity," she said while she was already leaving, barely looking back.

Rarity took a moment to register the suddenness with which she'd just left. Somepony's eager, she thought.

* * *

This was one of those times that Dusk was glad he didn't live too central to Ponyville. Being here, on the outskirts meant it was quieter. If the town did get busier for any reason, he'd barely be able to hear it if he wanted to blank it out. It would be just be him and the surrounding walls of the place he called home.

He tried to apply it now, forget that there was a large army of changelings coming here with the intent of conquest and battle, that he was just in his home entertaining a friend on a normal day in Ponyville. But with all the hustle and bustle going on outside, there was only so much that these walls could cover up.

There was a battle coming, no matter how much he tried to ignore it… how much he wanted to. The evidence he could see out of his window was enough to confirm that fact.

"Kind of weird, isn't it?" Spike said from his sofa. "Most of the other kids in town are all being evacuated out with their parents except me."

Dusk smiled and turned to him from the window. "Only because Twilight and I know that you wouldn't leave even if we dragged you out."

"Yeah, I know that," he laughed. "I must be the only kid who's allowed to stay here to fight with his parents."

He blushed a little at that implication. "I thought you only liked to put up with things like that."

"Well, I figured I might as well get used to it a little more, since you're clearly not showing any signs of stopping. At all," he added with a tone of annoyance.

"You're one to talk," he countered. "Considering how much you're all over Rarity whenever she comes around."

"Yeah, but that's different!" he insisted. "She and I were meant to be, always were."

"How does that make Twilight and I any less significant?"

"I waited a year before she even kissed me."

"I waited twelve."

"Okay, how about we agree that we're both equally gross to watch with our respective mares?"

"Not so much you, since you still need to wait a little longer," he smiled.

"Please don't remind me. One day soon though…" He sighed, staring dreamily off into the middle distance. "Sorry, what were we talking about?"

"I think we'd best move on, since the direction this topic seems to be going isn't appropriate for a minor," noted Dusk with a slight smirk.

Spike laughed. "How you feeling about this? The fight, I mean."

"As I usually do about violence like this, which is to say regret and fear coupled with a necessary sense of duty," answered Dusk. "You?"

"Yeah, pretty much the same," he said. "Still, that's the duty we library assistants have to go with, huh. Whether rain or shine or changeling invasion…"

"That's post ponies, Spike."

"Close enough."

"It's not even remotely close."

"Yeah, it is! They both have to sort out stuff, put them somewhere and they can be books."

"A fair point." His laughed dissolved into a sigh. "Do you wonder, Spike, if we could have tried to make peace with the changelings? Avoided all of this somewhere along the line?"

"I dunno, maybe," shrugged Spike. "Not much we can do about it now though, is it? Can't exactly go back in time and warn the others about what's coming, can we?"

"Not anymore, no," he agreed. "I suppose it's Past Dusk and Spike's problem now, even if the present versions have their own problems to worry about."

"Twilight too," added Spike.

Dusk nodded. "Twilight too, yes."

"At least the three of us are still together." He lightly punched his leg. "Legendary librarians, right?"

"That is something to be thankful for," came the voice of Twilight, stepping into his home in all her transcendent beauty.

Spike waved. "Hey Twi, we were just talking about you."

"That's nice, Spike," she replied, barely glancing at him while she gazed at Dusk. "Would you run along, please? I want to talk to my coltfriend for a bit."

"Really, now?" he asked. "You sure you don't want me to stay? I mean, losing Shining has to be pretty rough."

"I'm fine, Spike," she insisted. "At least I will be, after a few minutes with the pony I love."

"Even so, he's your brother and a really nice guy," he went on. "Is there anything I can do? Get a book you like or your favourite drink, some of my nachos?"

"I'll be fine, thanks." He could hear a strain in her voice there.

"Well, maybe you'd like to go over some plans for the battle the three of us could do," he suggested. "Scheduling and organising always makes you feel better."

"Really, Spike, I'm fine, I don't need to do any of that."

"You don't even wanna write one little schedule. Are you sure you-?

"Spike, get out!" she suddenly snapped.

He raised his claws. "Okay, okay, sheesh. I guess I'll go and see Rarity then."

With a hard look at Twilight, the baby dragon stormed out. She returned it until he left and shifted back to a loving expression so quickly it was rather unnerving.

"Twilight, are you… are you feeling alright?" he asked. "You've never snapped at him like that before."

"I just wanted some time alone with my dearest Dusk," she purred. "Is that too much to ask?"

Looking into her eyes, Dusk found himself agreeing instantly. "I… I suppose not."

"I knew you would see it my way." She kissed him gently, curling up next to him. "I love it when we spend time together. I always feel so content when I'm with you… so peaceful."

"As do I," murmured Dusk, holding her close. "I just wish it could always be as peaceful."

"Me too," she sighed. "Dusk, can I ask you something?"

"Of course."

"Let's say we had a chance to find somewhere, a place of our own. A wonderful place, that was always peaceful and we could just be together, would you take it?" She gazed up at him. "Would you come with me to find it?"

Dusk smiled. "I wouldn't even need to think about it."

She beamed in response. "Then let's go. Right now, get away from here and find that place together."

"What?" he exclaimed. "We can't leave now! The battle, they need us!"

"There are still ponies evacuating, we can leave with them. Nopony would stop us." Her eyes locked on his. "You hate fighting, don't you? Don't you want to get away from it?"

"I… I do, yes," he replied. "But we can't… we just…"

"Come on, Dusk, you've seen it too." Her wonderful violet eyes gazed back into his. "We try to make a peaceful life here but the fighting, the violence, it always comes back, doesn't it? Comes back to drive us apart, to put our lives in danger."

"Yes… yes it does," he nodded.

"It would be better if we just left, wouldn't it?" she went on. "Forget about all of this. We can start a new life somewhere, you and me, together. Somewhere nopony will ever want to hurt us again, where we can just be with each other forever. Doesn't that sound wonderful?"

"It… it does." She was right, of course she was. She had to be. "And… the others?"

"If they want to come, let them, but if not, we can't let them stand in our way," she cooed. "They'd try to stop us from being happy. You wouldn't let them do that, would you?"

"No, never…" That scratching feeling in his mind increased a little, screwing up his eyes when he felt it. "I… I…"

"Something wrong, dear?" she whispered.

"I don't know…" he grunted. "Something isn't… I'm still not sure about this."

"Believe me, Dusk," she whispered sensuously, her beautiful eyes shining, "when I'm done, you'll see things my way. I know you will."

* * *

Seeds of deception have been sown. Whether or not they will grow we shall see next time.

Just so you all know, I'm off to uni this week and with all the fresher's stuff and settling in, my writing will most likely be hampered, just so you know in advance.


	11. A House Divided

**A House Divided**

It was almost time to begin the briefing of the townsfolk for the battle against the changelings. Everypony who had the option to leave had long since cleared out of their homes, taking their families and what possessions they could with them. Those who had chosen to stay, quite a sizable few, were already making their way to the town hall, where the plan would be presented.

Well, everypony except for the guy presenting the plan. He was in his home, gazing up at a certain decoration he had on the wall.

Ray stood there for a while, considering whether or not he should take this sword with him into battle. Apart from his own hooves, it was certainly the closest thing he had to a weapon and would be useful in the upcoming fight. Then again, as far as he knew, none of the girls actually planned on killing their enemies and he wondered briefly how that would look on him. He knew about push coming to shove, but still...

The thought of it sent an almost soothing warmth from _that_ sensation in his mind...

In the end, he decided to leave it, feeling a slight burning in his head almost in objection to his decision. He grimaced and tried to ignore it. The place he'd got it at said it wasn't battle ready anyway and it would most likely break if he did start swinging it about. Besides, he had something a little more important to attend to at the moment.

Ray stood outside of his house, looking around for any sign of his contact. He looked over at the nearby clock tower, noting that it had been fifteen minutes since their agreed meeting time. He hoped that nothing had happened to her, but he had confidence in her abilities to accomplish this task. She was the only one he could trust with it.

He looked up when he saw a flash of green walking around a corner. He smiled at the relief he felt and waved her over quickly.

"Little late, aren't you?" he asked her when she was close enough.

"Well, things are a little busier around here than what I'm used to," replied Gentle Dream. "Plus, I can't exactly stay quiet and be quick at the same time."

"Did she notice you?" he asked urgently.

The artist shook her head. "I think she almost spotted me once, but I managed to stay out of her way. An artist always knows when to remain anonymous."

"Good. So, what did you see?"

She hesitated a moment. "Well... I'm not entirely sure, but you were right. There is definitely something up with Twilight."

"In what way?"

"I don't know," she admitted. "She just went around, seeing each of her friends and every time she left them, they didn't exactly look very happy. I mean, this all has to be tough on everypony, but they really looked a lot tenser after she left them."

"What did she say to them?" he asked.

"I don't know, I couldn't get close enough to hear without being seen. I only caught little snippets of them and it doesn't make a whole lot of sense."

"Right," he murmured. "And what about her? How did she look?"

"I didn't really see it that much of her face, but I sometimes got glimpses." She frowned in confusion. "It was weird. There were times she almost looked... satisfied with what she'd done, especially after it looked like she'd really upset the others with whatever she said. That doesn't sound like her, does it?"

Ray nodded slowly. "No... no, it doesn't. And where is she now?"

"Last time I saw her, she went to Dusk's house. She hasn't come out yet either," she added, worry creeping into her voice. "I tried looking in, but all of the curtains were shut. I stayed as long as I could, but then I saw what time it was and came back here."

"But what does it mean then?" she pressed on. "What are you going to do? Is there anything else I can help with?"

"No, you've done enough, Gentle," he said. "You still need to get outta here, before our tourists show up."

"Are you sure there's nothing else you want me to do?"

"Yes, now you need to get going. You don't wanna fight, it's okay, I get that," he assured. "Go on, go and find Star. We'll be fine. Come on, it's me."

She remained motionless for a few minutes before launching forward and hugging him. Ray was a little surprised by the gesture, but returned it regardless.

"Okay then." She sniffed a little, but managed a smile. "You be careful, you hear me?"

"No promises," he grinned. "I'll be fine, Gentle. Now go on, find Mr Dream."

She blushed. "Star's not my husband..."

"Not yet, right?" he teased. "You keep yourself safe too."

"I always do, unlike you. Just one thing." The mare flashed him a smile. "Next time you need my help with something like this, you can do your own stalking."

Ray laughed. "Don't worry, I won't be doing any stalking. Well, not a whole lot anyway."

"I can think of one Pegasus who might be getting that," she giggled, walking away. "Oh and make sure my shop doesn't get trashed like last time!"

"You got it!" He watched her until she left, then walked away, teleporting mid-step and arriving at the town hall.

From the looks of things, everypony who wanted to fight was already gathered inside. He could make out the Mayor's loud, slightly shaking voice while she made some kind of speech to the crowd. How exactly she managed to get elected, Ray still wasn't quite sure. Then again, he'd never had much interest in politics anyway.

He slipped inside and stood at the back of the crowd, waiting for his cue to approach. Of course, he would be chosen to present the battle plan. Admittedly the reason as to why he had been recommended was when everypony in this room had been out for his blood, but he did his best not to think about that.

"... changelings will no doubt be here at any moment," the Mayor was saying on his arrival. "I know that all of you brave volunteers will do your best to repel them from our home and bring us one step closer to freeing Canterlot from their rule."

Some ponies in the crowd cheered reluctantly, but most stayed silent. Ray thought he saw a bead of sweat roll down the Mayor's head in the wake of it.

"Right well um... I shall now leave you in the hooves of one whom I am told has had previous experience in leading and planning this kind of thing, Mr Ray Strike." She looked anxiously around the room. "Um... anypony know where he is?"

Ray chose this moment to teleport right next to her. "Present and accounted for!" He suppressed a grin from the Mayor's yelp of fright. "Thanks, Mayor, I'll take it from here."

"Yes..." She cleared her throat and tried to recover what little dignity she had left. "Well, good luck everypony and know that I'll be behind you all the way. From Hoofdale."

She gave a strained grin and practically sprinted off the stage a second later, leaving a smoky outline of where she had been standing.

"Very inspiring," he remarked, taking centre stage. "Okay then, hey everypony! As our illustrious Mayor has said, I will be taking charge of telling you all what to do, bossing you around and telling you my opinion matters more than yours."

"And actually leading us?" called Rainbow from the back.

"I learned it by watching you!" he returned, grinning. "Right then, there aren't really going to be a lot of options available to us, so we're going to take this one, one which I assure you I didn't just make up right now. Trust me, you're going to like it. When the changelings come here... we're going to hide."

He heard a few ponies murmuring while he let that sink in. A few said they even liked the sound of it.

"Told you so," he grinned. "We're going to hide in all the buildings and make the changelings think that we've all pulled out. They'll come in expecting a fight and we won't be there to give them one. At least, not yet. First, we wait for just the right moment. Watch them as they move further in town, splitting off into little groups so they can find us easier. We wait until they're all nicely spread out, away from each other and then... BOOM!"

He shouted the last part, teleporting into the air in the middle of the room before teleporting back. A few ponies screamed and he could hear Pinkie snorting with laughter.

"We catch 'em when they least expect it, earth ponies and unicorns on the ground, Pegasi hiding up in the clouds and wail on them until they hoof it outta town. We know this town better than they do and we can use that to our advantage when they come for us. You just have to remember not to panic, go on my signal which will be when I scream very, very loudly. You can join in with me, if you like.

"Remember like Dusk said, this town has survived against much worse in the past. We can do this, I know it. Just remember that failure isn't an option here. At all. In any way, shape or form. I mean, the option still kind of exists since we're kind of outnumbered, outgunned, outeverythinged really. In fact, against those odds, I suppose we don't really stand much of a chance but... I'm sorry, I forgot where I was going with this. I thought I'd be better at it."

"Well, you're not!" called the same pony from Dusk's speech.

"Like to see you do better!" he countered.

"Why? You're meant to be the one making the speech! Be good at it!"

"Somepony hit that guy for me!" He heard an impact and a loud groan. "Thanks! Right, I guess go out there and hit 'em hard everypony. Good luck."

He kept his smile and teleported back outside, letting it drop when he was out of sight. He pressed a hoof to his forehead and scolded himself for letting his blunt honesty and tendency to just rush in rule his mouth for a moment there. A very brief moment, but one which may depend on the turn of the tide.

Even if they did have weapons, even if they did have a plan now, these ponies weren't soldiers. They were just normal ponies, who'd been thrust into a situation where they needed as much morale and support as they could get against a force that probably had all of that and more. He'd done his best there, but he wasn't completely sure he'd done it right, not with that little slip-up. He had experience, but did that make him the right choice?

He thought of Dusk, how he'd obviously gotten up to make that speech when he probably didn't even have a clue of what to say. Despite his doubts, he was the reason that everypony had rallied here to begin with, who the girls had all given their support. He had been the one to inspire them, not Ray, so was he really the right choice to carry the banner here? He'd pretty much dropped it back there.

He didn't even really need to think about it. The answer was obvious. The guy might prefer to shy away from a fight, but in this instance, it was the stallion he considered his best friend who needed to stand at the podium, even if he might not want to. He did remember hearing somewhere that great leaders were often the ones who never sought power or war. Maybe it was the same here, being the Element of Unity and everything.

Ray brought his hoof away. The time for regretting would have to wait. Right now, he had to find Dusk and hope that it wasn't too late for him to act. He was just about to head off when he was stopped again.

"Um, excuse me, Ray?" a familiar sweet voice asked. "Can I speak with you... if you're not busy, that is...?"

"Flutters!" He pasted a grin on and tried to ignore the burning in his face he felt whenever she was around. "Nah, I'm fine. What's up?"

"Oh um... just uh..." she stammered, looking around shiftily. "Um... do you want me... with the other Pegasi? When the battle comes, I mean."

"Well, if you wanna be," he replied. "I mean, we both know you're not really the fighting type so I thought you might wanna be somewhere where you'd be away from most of the fighting, you know."

"Oh... right..." He suddenly noted tears starting to well up in her eyes. "I... I understand, I really do..."

"I'm not really sure I do." He took a step closer. "You feeling okay, Flutters?"

It was like it opened the floodgates. "You're right! You're all right! I can't do this, I can't do anything!"

"Hey, hey, where's all this coming from?" he asked gently. "What's going on? What's got you upset?"

"The fight," she said simply. "I know what the worry is a-and you're right. I... I can't do anything. I'm useless. I might as well have just left... it would have been easier on you all..."

"No, no, don't think like that." He reached out for her. "You might not be able to fight, but we still need you here. I'm sure that there's something we can-"

"Ray, please..." she whispered, looking away. "I know how h-hard this m-must be... for all of you... for you. I... I'll get out of your way. It's for the best."

He felt a pit form in his stomach, seeing her in this state. He wasn't sure whether to reach out for her and comfort her. He needed to do more other than just stand here and watch her despair like this. Fortunately, he wasn't the only one who thought so.

"Now, hold on there sugarcube," Applejack said as she walked over. "After everythin' that's happened, ya can't jus' run off like that."

"B-but Applejack... what am I supposed to do?" she asked desperately. "I can't fight! You know I can't! I'm useless!"

"Ya ain't useless and if ya don't wanna fight, ah'm sure there's somethin' ya can do here," she replied. "Like Ray said, we need ya here with us. We all need ta pull through if we're gonna last."

"What she said," put in Ray. "See, we don't think you're useless. Where did you even get that idea?"

"Um... well..." Though she didn't say anything, Ray had a pretty good idea of what the answer would be anyway.

He was about to press on this when Applejack spoke up.

"But, as long as we're lettin' a few truths be known," she went on, "ah gotta say ah... ah've been thinkin' a lil' maself."

That dread began to form again. "About what?"

"Jus' somethin' that's been said ta me. Somethin' that you also helped me realise. It's like you said, Ray, things aren't lookin' good fer us." She looked towards Canterlot. "Ah jus' wonder... how many-a us are gonna make it outta this?

Ray tried a smile. "Come on, don't think that..."

"Maybe we should," she murmured. "It's all fine bein' all heroic, but sometime we gotta face up ta the facts. How much of a chance do we actually have? Is there even one? How many-a us startin' down this road ain't gonna come ridin' back again?"

"Applejack, you don't know that-"

"But that's the problem, ah don't know!" she snapped. "Anything could happen ta me or Big Mac when this thing goes down. If it does, what's gonna happen ta the farm, ta ma family? Who's gonna look after Apple Bloom? Why didn't ah think more about this?!"

"Applejack, darling, you don't have anything to worry about." Rarity had now joined in. "You and Big Mac are two of the strongest ponies I know, even if you're not the cleanest or the most refined. But I have always admired your tenacity and I know you're going to make it out of this. We all will."

"Ah ain't seein' much of a written gurantee fer that!" she countered. "You know what it'll mean if it ends here, fer me or Big Mac. Ah know Granny Smith ain't got that many miles left in her. Apple Bloom's gonna be on her own and it'll be ma fault!"

"That won't happen, Applejack," she said firmly. "You will make it out of this, for sheer stubbornness if nothing else, and your family will be safe in Hoofdale. Granny Smith and Apple Bloom will be fine."

"But what if we don't hold 'em here?" she argued. "What if they jus' beat us here an' move on. They won't be safe then, will they? An' ah won't be there ta do anythin' ta stop 'em!"

"Applejack-"

"An' what about you?" she went on. "If you don't make it out, what's gonna happen ta Sweetie Belle and yer folks when the changelings come for 'em? Did ya think about that?!"

The debutante's eyes widened. "Why... how dare you even suggest such a thing?! At least I have not given up for the first blow has even been struck!"

"It has been struck an', in case ya ain't noticed, it was struck hard!" she yelled, pointing at Canterlot. "Now, it's comin' here an' we barely stand a chance ta try an' stop it!"

"That doesn't mean we can just stand idly by and let it come! Remember what Dusk said, in his speech. We've all faced a lot worse in this town and survived, we can do so again."

"Well, maybe he's startin' ta have second thoughts, 'cause ah ain't seein' him now," she said with a gesture around. "Maybe he's figured that jus' cause we've made it out before don't mean we can do it again here!"

"Now, hold on a second," he said, raising his voice to be heard. "Let's just calm down here, stop and think. I know Dusk would say that if he were here and you do too."

"I wouldn't say that, especially since it might not be him that's doing the talking." He looked up to see Rainbow, hovering overhead.

"And what does that mean?" he asked, with due dread.

"Just that maybe he won't be the only one that'll have an opinion. Like maybe somepony in here," she said, rapping her head, "and if he was making that speech, you can bet we wouldn't be cheering."

"Oh no..." Fluttershy's eyes widened with terror. "You... you don't mean...?"

Rainbow only looked darkly at her. "I'm not saying he will, just that he might."

Her meaning dawned on Ray. "You have gotta be kidding me."

"I wish I were," she sighed.

"Now, this really is getting ridiculous!" cried Rarity. "You cannot possibly be implying that Blackhole Doom still resides inside Dusk's mind!"

"I'm just saying he might be," she argued. "We don't know if that spell really got all of him out. A little bit might still be in there."

"How much is a lil'?"

"Applejack, you... you can't be agreeing with this!" Rarity looked wildly between them both. "Do you know how completely far-fetched this sounds?!"

"He did come out after he'd been boilin' fer quite a while las' time an' Dusk ain't one fer talkin' about his problems," she reasoned. "Maybe we gotta factor that in too."

"No... no, not again..." whispered Fluttershy fearfully. "Please, big brother, no..."

"Or we can just dismiss it as being entirely unfounded!" shouted Rarity. "If Twilight says the spell worked, then it worked! Ray, back me up here!"

"I have to agree with the snob," he said. "There's been no sign that Doom is still in Dusk's head. Trust me, I would have noticed."

"But that's thing," replied Rainbow. "That was when he was all in there. This is just a little bit, something you may have missed that could mean Doom'll be back on the playing field after sitting in the wings so long."

"I think I know what wings you're worried about."

That earned a death glare. "What are you saying, huh?"

"You know exactly what I'm saying," he replied. "It happened, it was bad, but get over it. He's gone."

"Fine then! Don't blame me when it's your legs he's breaking because you didn't listen!" she snapped.

"Ray might be right there," put in Rarity. "How can you still be holding the blame on Dusk for that after so long when nothing else has happened?"

"Nothing that we know about! We need to be ready in case of that!"

"Whaddya think we should do?"

"How can you still even be considering this?!"

"I don't want that to happen... not again..."

As they all continued to argue among themselves, Ray tried to step in when he could, but he was always drowned out or cut off. It was only continuing to escalate and he didn't have any way of stopping it. Nothing that was working anyway. Twilight's actions were starting to make sense. This had been her plan all along, to distract them from the real enemy. Worst of all, it looked like it was working.

Looking around for a solution, he saw Pinkie standing not too far off. He made for her... until he saw the look in her eyes that only seemed more prominent the more he looked, the way that she just stood there watching them fight. Had Twilight gotten to her too? Had seeing them all squabble like this been promised to her by the unicorn's twisted words?

Even he started to feel a little hopeless. He felt it even more while her mane started to deflate in a way he'd never seen before...

"Enough!" The shout was enough to silence them. "Look, you're all worried, I get it. But don't start fighting each other about it, we've been over this. All of you, start getting ready. I'll be right back and don't start another fight, at least not until the changelings get here."

"Why, where are you going?" Rarity called.

"To fix a leak!" he replied, teleporting away to his destination.

He looked around, saw he was in the part of town he needed to be and strode in the direction of the house that stood at the outskirts. He could already see movement, a stallion wearing some saddlebags while a lavender mare waited for him. He was starting to lock the door, while she waited impatiently.

Time to end this.

"Come on, Dusk," she was saying urgently. "They could be here any minute, we need to get going now."

"Hold on a moment," he replied. "I just... need to make sure this is locked."

"Who cares? It won't stop the changelings," she countered. "Now come on, let's go!"

"Do you really think I'd let him go anywhere with you?" he asked sharply, standing in the way of the path.

"Ray?" Dusk looked surprised at seeing him. "What... what are you doing here?"

"Oh, nothing," he shrugged. "I was just in the neighbourhood, passing by. Thought I'd drop by and stop you making one of the biggest mistakes you could ever hope to make. You know, nothing much."

He looked to the ground. "I'm sorry, Ray... you wouldn't understand."

"Oh no, I really think I do," he replied, turning his gaze to Twilight.

She glared back and leaned over to whisper. "You see, just like I said. He's trying to stop us from being together."

"You know, I'm standing right here," he said loudly. "Little bit rude to talk about somepony like they're not here."

"W-what?" She tried to smile. "Ray, what are you talking about? It's me, it's-"

"It isn't though, it really isn't," he cut off. "It took me a little longer to figure it out, but I did. I've really got to start listening to my hunches sooner."

"Ray, what is going on here?" asked Dusk, in an almost drowsy voice. Even his eyes looked a little different.

"I'll explain later. For now, I think you should step away from her," he warned. "Just walk away and come to me."

"No!" Twilight blocked his view. "You won't take my stallion away from me!"

He laughed at her. "Normally, I'd agree with you, but not this time. Mainly because he's not your stallion."

He saw her eyes widen, a flash of green against purple. "Ray, w-what are you talking about?"

"I think you know." He started to approach. "Shifty eyes, stammering. Typical signs of a liar. Just too bad none of the others could see it. Now, buzz off home to your friends before I make you."

She glanced from him to Dusk. "I... I really have no idea what you're talking about."

She was backed up against the wall when he made it to her. "You really made the mistake of leaving me out of your little scheme. Now, you're going to pay for it."

Before he could completely close the distance, a wall of blue stood between them and he was staring into angry, emerald green eyes. Though a more poisonous green resided in them too now.

"Ray, think very carefully about what you do next," he warned in a low voice.

"I don't need to," he replied. "Having eyes that aren't your colour of green really doesn't bode well for you, I've noticed."

Dusk ignored that. "Step away from her."

"Dusk, listen to me," he urged. "That's not Twilight you're guarding there. I'm your friend, you have to believe me."

"But... but I..." Confusion took hold for a moment until it was dispelled. "No, no! I'm not the one doing wrong here. Keep away from Twilight or you will force my hoof."

"Dusk, please just listen," he begged. "Come on, you know what I'm saying must be true. Why would I make up something like this?"

"No... no!" he insisted. "You're trying... to drive us apart. Like she said you would. I... I won't let you!"

He saw a flash of orange and teleported back just in time to avoid it. That poisonous green had taken over Dusk completely now, glowing just as much as his hooves were.

"Dusk, come on buddy," he tried again. "Listen to me, just think!"

"Stay away from my marefriend!" He charged at him, shooting colour pellets and swinging his hooves.

Ray took one to the shoulder and had to teleport around the back to avoid the attack, rubbing where it burned. Around the front, he could hear Dusk searching for him, trying to find where he'd gone. He felt some regret start to well up.

He hoped it wouldn't have to come to this. He'd tried to reason with him, but Dusk was too far gone. Whether it was part of his instinct to protect Twilight or part of the mind control, all he knew was that his marefriend was being threatened. If nothing else, Ray knew how fiercely he'd protect her now. He'd tried... but he had no choice.

"Ray, where are you?" he called. "I'm willing to discuss this! Just come back and explain to me!"

"I'm right here! And, unfortunately," he answered, teleporting back in front of him, "I'm not."

He swung his hoof at Dusk before he could react, sending him staggering back. He teleported behind him before he could recover and got him in a lock around his neck. All he had to do was knock him out and get rid of Twilight. Maybe then he'd be willing to listen to reason.

He felt something cold around his body and saw the shadows writhing around him like tentacles. The surprise and the grip made him loosen his hold. He cried out when he was hoisted into the air and tossed aside like a ragdoll. Recovering quickly, he zapped away before he hit the ground, using the momentum for a kick to Dusk's head.

It made contact and he performed a roll when he hit the ground, turning to see his friend turned opponent stagger from the impact.

"Come on, dude, step it up!" he echoed, charging back again with a punch.

But it didn't hit him. Dusk's leg blocked it and he felt the stab of pain from the counter that followed. Ray recovered, blocked the next blow and shoved Dusk away, hitting him in the face and teleporting behind him, falling from the air with a kick. This was met by one from Dusk, right in his stomach and knocking some of the wind out of him. He hit the ground hard and gulped down air.

Ray really was caught a little off-guard from this. He'd beaten Dusk before, but that was just a sparring match. This was a real fight. Dusk wasn't himself and he clearly wasn't holding anything back. If he was going to beat him, he couldn't afford to either.

He charged to Dusk, who ran to intercept. At the last moment, Ray broke away and jumped towards the wall of his house with a teleport. He hit the wall and sprang off it, his hooves pointed forward to strike Dusk. A shimmering white wall stopped him, turning pink and making him bounce back and slam back into the wall. He felt the cold around his body again, tendrils holding him in place from the shadows the house cast.

He looked up, saw Dusk striding towards him looking livid. Twilight stood not far off, watching with satisfaction. That helped fuel his anger, making him teleport out of the shadow trap and back onto warm ground. He looked around, saw Dusk galloping straight for him.

He waited for the right moment. Dusk might have strong magic, but he still wasn't very tough physically. He had to use that to his advantage. He noted when his hooves all left the ground and jumped at the same time, teleporting up directly beneath him. He juggled him into the air, punching him several times before drop-kicking him to the ground.

"Always gets them," he remarked. Dusk coughed, clutching his stomach. "Sorry to do this to you, buddy. I really am."

He turned to deal with the real problem here... just as a bolt of green energy shot at him. He screamed when it hit him, blinding him. He rubbed his eyes, tried to clear them and saw something orange blur towards him and strike him hard in the stomach.

He felt his hooves leave the floor, the wind rushing out of him again, rushing by him when he soared through the air. It stopped when he smacked into something wooden, shattering on impact and lying crumpled in a heap. His vision was blurred, his chest felt like it was on fire and he acknowledged momentarily the small wound to his pride that he'd been beaten.

He could make out a blue blur, standing rigid still. The purple one ran up, stood next to him for a bit and the two of them galloped away. He tried to reach out for them, call to them, but soon saw only blackness.

Suddenly, he felt energy surge through him and his eyes shoot open. They still weren't great, but they were getting better and he could make out the pink-furred figure before him. Even if some of the details were lost.

"Take it easy," she said soothingly. Even her voice sounded a little distant. "You've been out for quite a bit. What happened here? I came as quickly as I could when I heard where you were."

"Dusk... hit me... very hard..." he gasped. "Ran off... with... Twilight. Hope... I won't need glasses too... Don't wanna... ruin my good looks, you know?"

"I'm sure you won't need to worry about that," she assured. "Which way did they go? Can you tell me?"

He pointed. "That way... somewhere... saw them running..."

"Right, I'll get after them." He saw her move closer. "First, let's get you somewhere safer."

"No... you go... quickly..." he insisted. "I've... had worse..."

"Ray, are you-?"

"I'm sure, believe me. It's okay, I'll just... lie here on the floor..." he murmured. "I'll be fine... go..."

She lingered for a moment longer and Ray could make out a nod.

"I plan to." There was an edge of determination now. "I'm not letting this happen to them too. I'll find them and bring them back. Just you watch me."

"Good luck with that..." Ray heard the hooves gallop off and started to pick himself up. "Great. A pony down and we haven't even started yet..."

* * *

What's up folks! I am now a university student! The actual teaching hasn't started yet, but we'll wait and see how much it and my now revived social life affects my writing. Fear not, I don't plan on leaving this story any time soon. My apologies if this chapter didn't seem as lengthy as others have been.

Next time, let's see how things are going on the other side of the lines.


	12. Intentions of the Soul

**Intentions of the Soul**

The Canterlot dungeons were very under used. In fact, it wouldn't be inaccurate to say that they were never used at all. Since Equestria was a relatively peaceful land, the use of any kind of incarceration was rather redundant. They were more of a remnant of a darker time, when they actually needed to be used to detain those who would bring chaos and disorder if they weren't.

For centuries after, they had mostly been left empty while still being kept in good condition, only occasionally being used. They were as much a part of the city its streets and people, serving as a reminder for the darker parts of history and the consequences if they were to be repeated. Now they had been put to use once more, though the ponies in them were victims of a very different regime.

There were two of them occupying those cells, with changelings on regular patrols outside. Shining Armour sat contemplating, trying to devise some kind of method of escape, only vaguely appreciating the irony of being locked in his own cells. Twilight Sparkle tried to squint through the darkness to make out any details for the same purpose. Even the smallest of things might aid in some kind of escape.

The more she thought about it, however, the more she was reminded it was an increasingly hopeless concept, both from what she'd read about the dungeons and what she was learning now. The bars were tough metal and they didn't have the key. The walls were thick and the windows that existed were tiny. The guards were too numerous and the cells had an enchantment that dampened unicorn magic, since they were made with such prisoners in mind.

She sighed and leaned back against the cold wall of her cell. Until some kind of chance came up, it looked like she was just going to have to wait this out. For now.

She could hear Shining's low breathing in the other cell directly next to her, leaning on the opposite wall. He had barely said a word since they'd been captured. He was only ever like this when he was angry, usually at himself if he felt he was responsible for it. It wasn't like they'd failed in their task. The changelings were simply too great in number, but they had stood their ground long enough to let the others get away and fought as long as they could.

Even if it had come at a cost.

"Shining?" she called softly. Silence was the only response. "Can you hear me? BBBFF?"

"Yeah...?" His voice was cold and distant.

She searched her mind for a response. "How... how are you holding up?"

"Fine."

"You're sure?"

"Yeah."

She paused. "I think we both know that's not true. What is it?"

"It doesn't matter," he muttered. "It's nothing."

"I'll be the judge of that," she countered. "We're not exactly going anywhere, so you might as well tell me."

"Don't remind me."

"Shining, we did what we had to do," she said gently. "It worked too, they all managed to get away. Be proud of that."

He was quite for a while before he answered. "I would be, if it meant you'd gotten out too."

"Don't get started on that," she replied sternly. "It was my choice to stay with you and I don't regret it. You needed the help and I wasn't going to just leave you."

"I could have handled it alone."

"In your state, I think we were lucky to last as long as we did." She crawled closer to the sound of his voice. "You needed my help."

"I didn't ask for it."

"You didn't need to." She let a lighter tone come in. "You'd think I'd just leave my big brother alone?"

"Might have been better if you had," he muttered. She could make him out in the darkness, his head hung low. "Now, we're both stuck here and there's nothing we can do."

She shook her head. "We'll find a way. We'll escape somehow."

"With these blocking our magic and changelings outside?" He gestured around at the walls. "Doesn't look like much chance of that."

"Then the others will save us," she tried. "They'll come for us and they'll free us."

He sniffed bitterly. "Just them against the entire changeling swarm?"

"They'll get help." She'd never heard him sound like this before. "You can't give up, Shining."

"I'm looking at the facts. Chrysalis has the soldiers, the resources, the foundation of a solid defence and they barely even have that. We bought them time, but just how much before they wind up in here with us?" He glanced around at her through the bars. "The changelings have taken Canterlot, even with all the increased security, they beat both princesses! What chance do they even have against those odds?!"

Hearing all of that from him hurt more than she could have expected. "Shining... please..."

"And Cadence is out there, all her on her own. She needs me and I'm stuck in this cell! I'm useless!" She recoiled a little when his hoof slammed into the ground. "You wouldn't get it..."

Though his tone sounded completely hollow and hopeless and Twilight could sympathise, she had reached her limit now with that last declaration. She made sure there was a noticeable tone in her voice when she spoke next.

"Wouldn't I?"

Shining appeared to pick up on it. "Twily... I didn't mean..."

"You think you're the only one who's not worried?" she pressed on. "Dusk is out there too and I have no idea what might happen to him. It scares me so much just thinking about it, but I have to look past it. I have to believe that he'll make it, that he'll fight on and he'll come through, along with all of our friends. For all of us... for me. Like they've always done..."

"But... Cadence, she..."

"She's tougher than you give her credit for. It was her love for you that helped her find a way out of that cave and it's her love for you that's going to bring her back here, to save us. I know in my heart Dusk has the same strength and he's going to use it. They'll look after each other and they'll come for us." She reached through the darkness and found his hoof. "I... we have to have faith, otherwise... the changelings have already won."

It actually made her feel a little better, feeling the warmth of her brother's hoof. The hoof that had always been there to pick her up when she'd fallen. It felt good now, to be returning the favour and be there for him when he needed her the most. As he had done so many times with her.

"I guess you're right." The grip tightened comfortingly. "I'm sorry, Twily. It's just... I guess I just lost it there for a bit..."

"I know how that feels," she giggled. "At least I'm here to help you find it again."

"Yeah... thanks," he murmured. "You really believe in Dusk, don't you?"

"It comes from being with him." She laughed a little. "It's not the first time he's had to save me, but I'd say I've had to save him a few more times since then."

He soon joined her. "I can imagine that. It always was pretty hard to stop you when you set your mind on something."

"I thought being stubborn was something I got from you."

"I think it's fair to say we both share it."

"Apart from a few seconds ago?"

"I guess I just needed a little kick to get me back into shape."

"More than a little, I'd say."

"If you say so." A teasing tone made it into his voice. "So, you really seem to have your heart set on Dusk."

Her cheeks felt hot. "I just... believe in him, that's all."

"Really? How long do you believe it'll be before he gets down on his knees and pops the question?"

"Shining!" She punched his arm lightly. "That's nothing to joke about!"

"Who said I was joking?" He was still laughing. "You two have been dating for quite a while."

"Only a good few months!"

"Almost a year, by my count. Can I be your best stallion then?"

"You..." She hit him again, thankful he couldn't see her blush. "He's grown on you, hasn't he?"

"I guess so." She made out a shrug in the dark. "He's really a good guy, even if it took me a while to stop being an idiot and see it."

She returned the gesture. "Well, you stallions are usually idiots, I've noticed. That's why mares exist, to keep you on the right track."

"Says the mare who tried to create a friendship problem to report about."

"It seemed like a big deal at the time! How did you even hear about that?!"

"Come on, you think I don't know about the things my little sister gets up to in Ponyville?" he chuckled.

She blushed again. "I hope that's not all of it then..."

"What was that?"

"Nothing, never mind."

"If you say so." He snapped his head up at a loud clanking. "I think we're gonna have some company."

The doors opened, a pair of changelings marching towards them and opening the door to her cell. One changeling stayed outside, while the other came in and leered down at her. She did her best not to seem intimidated.

"You're coming with us, pony," he sneered.

Shining was at the bars in seconds. "Hey, where are you taking here?!"

"Quiet you!" The changeling jabbed his spear at him. "It's none of your concern."

"You come in here and say that to my face, bug!" he growled.

"Shining, don't." Her command seemed to calm him. "It's best if we don't aggravate them. I'll be fine."

He hung his head, reluctantly conceding. "You'd better be,"

Though he wasn't threatening them anymore, she could tell he was still tense. He never took his eyes off the guards while she was taken out of her cell. She couldn't help but feel a sense of isolation when the doors closed on him.

"Where am I being taken?" she asked her guards.

"Queen Chrysalis wants to see you. Now, no more talking or I'll remove your tongue. Am I clear?" he growled.

Twilight nodded silently and followed them. She comforted herself knowing that she'd soon have a chance to strike back and, for now, it was safer just to go along with it. But only for the time being. They wouldn't be in control forever.

She looked out of the windows while the guards led her on. The changelings outside in the city were all flying frantically in different directions, a clear excitement in their movements and from what she could make out on their faces. Some moved alone, some were getting organised into ranks and assembling in open spaces.

It was clear to her what was happening. They were getting ready for something big. What exactly she didn't want to think about.

She could hear Chrysalis's voice when she neared the hall she resided. It sounded like she was in an argument with another changeling, her distorted voice exchanging words with another deeper one, this with more of a rasp.

The doors opened and she could see her speaking with a changeling who wore a scar over his eye, looking quite perturbed. Another stood to her left, one she had glimpsed before. He appeared to be the only one who wasn't enjoying what was going on here. Though the queen and the scarred one didn't notice her when she was brought in, he did. He managed a sympathetic look to her before turning his attention back to the debate.

She turned her eyes up while she was brought in. Celestia was still entrapped in a cocoon of slime, though now she had been joined by her sister. She could see that Luna was still trying to struggle free, but to no avail. She ignored the despair that threatened to grow inside her at this sight and kept her focus on the queen.

"... fail to see what the issue is here, commander Sting," she was saying.

"I think the issue is very self-evident, your highness," the one called Sting retorted. "I find myself questioning your choices upon these next two engagements with the enemy."

"And why should you do that?" she asked. "Are you not pleased to lead this battle, commander?"

"Far from it-"

"Do you have doubts in your abilities?"

"Of course not-"

"Then there is no problem," she said. "You will lead this contingent, he will lead the other. He is rather eager and I'd say he's proved himself at this point, wouldn't you?"

"But he is one of them, highness!" he hissed. "How can you trust him?!"

"I don't, but this will be a true test of his commitment. I know what I'm doing," she said confidently. "Now, I've heard enough for now. You have your orders, commander and I expect you to follow them."

Anger was still set in Sting's face as he bowed. "At once, your highness."

With one last disgruntled hiss, he stalked off out of the hall. As he passed Twilight, he gave her a long look of the deepest loathing before departing. She watched him go, and then turned her attention back to Chrysalis as she was pushed further forward.

"Still have your reservations about this, my dear ambassador Parlix?" she asked the other changeling.

He shifted noticeably. "I would not seek to disagree with your highness with my own doubts. I simply feel that... there may have been a better way."

"What could be better than this?" she asked, gesturing around the room. "You must rejoice, Parlix. We have struck a blow here for all changelings everywhere."

"I know that. I just can't help but dwell on the impact that we've made," he murmured.

Chrysalis didn't answer when she saw Twilight. She smiled horribly. "Ah, here's my wedding planner now. I must say, I'm very pleased with how things have turned out."

"I can't say I feel the same," she countered. "Why have you brought me here, Chrysalis?"

"So hostile, Twilight," she said mockingly. "I simply brought you here because my minions were about to pay Ponyville a little visit. Any sights you think we should take in while we're there?"

"How about the way out of town?" she shouted. "You stay away from Ponyville, you monster!"

"Monster?" She looked offended. "That's quite a harsh judgement to make, Twilight. I'm simply trying to provide food and wellbeing for my subjects, like any good queen. Does that make me a monster?"

"It does if you're exploiting another land and its people to do it!"

The queen shrugged. "You know what they say about eggs and omelettes. I'm sure your friend, Applejack, was it, would agree with me."

She felt her stomach contract. "No... no, you stay away from them..."

"I'm sure you must miss them very much, especially your dear sweetheart," she cooed tauntingly. "Why don't I see if my subjects can't bring them back? Then you can all be together again, best friends forever. It really does sound touching."

"No!" She started forward, but was restrained by the guards. "Leave my friends and my town alone!"

"Oh, but you misunderstand me, dear Twilight. I'm not going to Ponyville, it's far more comfortable here," she said smugly. "That's why a queen has to delegate her duties to those with more experience."

She gestured to the right, another familiar face entering on her indication. She felt her blood boil at the sight of him. With his smug, aggressive features morphed into a leer, dressed in golden armour he certainly didn't deserve and a confident swagger. A pair of metal cylinders were fixed on his forelegs, glowing with a white energy inside. Almost like a magical aura.

"Ah, Hard Edge. I see you're dressed for battle." She noted the metal tubes on his legs. "I see the good doctor has helped outfit you."

"Oh yeah." He held them up, grinning. "Just gave 'em a little test run. Can't wait to try 'em out for real."

"Well, you'll soon get your chance," she laughed. "I'm sure all the ponies in Twilight's little town will be excited to see them in use."

Twilight glared at him. "How can you do this? How can you just betray us like this, your own kind?"

"For a chance to get back at your little coltfriend and to get the glory I deserve?" He laughed derisively. "I got more than enough reasons."

"For your sake, Hard Edge, I hope that's true. Just remember," she hissed, "if you go after him, I won't be far behind you."

He smirked, opened his mouth to reply when something cut him off. Something that made him turn his head and look to the closed door it came from, smirking all the more. Something that gradually made every head in the room turn and look towards the source of it.

Metallic, echoing sounds. They grew louder with every one that passed, sounding at regular intervals. Hoofsteps. Hooves that wore metal. Calm, controlled, moving with a purpose. They grew louder, louder. She felt dread grow inside her as it did. Her eyes were fixed on the door, her body frozen in fear's icy grip.

They stopped. Silence. A blood red aura surrounded the door and slowly, they opened. A figure stood motionless, taking in its surroundings. It stepped forward, into the light.

Her mind comprehended a few things upon seeing this figure. Armour as grey as a gathering storm, set with a crest of a red circle at the centre and a black, jagged pattern, starting large in the middle and branching out through the rest of the metal, like a dead tree. A face covered with a cold helmet, unseen eyes gazing from two, dark holes. A purple plume set at the top, a robe of the same colour draped over rounded shoulder pieces.

Her eyes travelled to the blade that hung at his side. The same as the armour, the hilt decorated with a pair of stretched wings from where the blade began. One leathery like a bat, the other feathered like a bird, a purple jewel set in its hilt. She shivered. Few ponies had ever mastered the use of a sword because they didn't really have the physical capabilities to do so. If he had the commitment to master the use of one...

The helmet turned in her direction. She didn't even know if he was actually looking at her. Another shiver when down her spine. It was a pony... at least, she thought it was. Four legs, of a tall build, with a long horn and a pair of feathered wings settled at the back, grey like the armour he wore. Another alicorn? Where had this one come from? Who was he... he appeared to be male at any rate. Whoever he was, the impact that his entrance had was very evident.

Every eye turned to him, watching him like he was a dangerous animal who might strike any one of them at any time. Even Chrysalis looked a little uneasy, though she still maintained a calm composure. She could see Luna, staring in utter disbelief. Celestia however... it was like he had walked out of one of her nightmares from the expression she had.

"So, you managed to find it then?" remarked Chrysalis casually. "I see that it still fits you well."

The helmet barely moved to look at her. "Evidently so."

It was like a wind blowing through a darkened cave. Harsh and cold, laced with menace.

"Excellent. Then since part of what is due to you has been paid, I take it that you will still want the other?" she asked.

"Obviously," he breathed, like a dying gasp.

"Then I shan't keep it from you any longer. I will have some of my best guards escort you to the hive," she offered, two of them stepping forward. "They'll ensure that no harm comes to you."

He gave them a cursory glance. "It is not I thou should be concerned of being harmed."

"Are you saying that you'd attack my guards?"

He appeared to consider. "Only if they would give me cause to."

Chrysalis chuckled, though fear flickered in her eyes. "Then I hope that they don't."

"I suppose thou would."

He started towards the doors, the clanking of his armour echoing around the hall, drowning out the hoofsteps of the two guards that moved to join him. She saw them both tense visibly when they took positions and try very hard to maintain a disciplined composure.

He had almost reached the threshold when he stopped. The tension in the air seemed to thicken again. He was motionless as a statue for a long while. His helmet turned, glancing back with those darkened holes.

"Young mare." It took Twilight a moment to realise he was addressing her. "Thou hast hope that the one thou lovest most shall come for thee?"

Twilight blinked in surprise. How did he know? Had he been listening while she was in her cell with her brother? Why did it matter to him? Was he going to do something to Dusk? Any of these could have tumbled out as a question, but her response was a simple one.

"I do." She meant for it to sound defiant, yet it felt rather small in the presence of this pony.

She could have sworn she heard a hint of softness in his harsh tones when he spoke next.

"Hold onto it for as long as thou can. Thou may thinkest it burns as bright as a sun but..." He looked at his crest, then up at Celestia. "Even suns die."

He lingered for a few more moments then, with a flicker of his cloak, he left. Not a single eye left him until he had exited from the hall and the doors had shut behind him.

"Who... who was that?" she blurted out.

"A mutual ally," Chrysalis replied. "It was thanks to his and his compatriot's efforts that all of this was possible. At a rather minimal cost too, I might add."

"A minimal cost," remarked Parlix, "but for whom, I wonder."

Chrysalis didn't answer him. "Take Twilight back to her cell. I'm sure she misses being apart from her dear brother."

Twilight barely noticed when the guards came to bring her back, her eyes still fixed on the door. Even as she was taken back to her imprisonment, she couldn't help but wonder if the real threat wasn't the one that still resided in Canterlot, but the one that had just left.

* * *

I'm not saying anything else...

The attack is about to commence! Take up arms and join me in battle! For glory!


	13. Body and Mind

**Body and Mind**

Ray Strike certainly didn't appear to be in the best of shape when he'd staggered back into town, something that Rarity was still convinced he hadn't recovered from now. He had a large bruise on his chest and on the back of his head, his eyes were rather unfocused and he looked like he was having difficulty just remaining upright.

After calming a particularly worried Fluttershy, he told them about where he'd gone and what had happened. He had teleported to Dusk's home and had battled with the stallion who was under the control of a changeling posing as Twilight. The two of them had fled once Ray was down, but he assured them that he had somepony perfect for the job already on the case.

This had been quite a lot to comprehend. Not only had Ray been injured, but Dusk was gone, a changeling had been in their midst without them noticing and it looked Twilight had been captured. They were all worried, there was no denying that, not just for their friends but for the fact they had lost two more ponies to help in the fight. Two very magically adept ponies at that.

No doubt this news was weighing heavily on their minds, especially since they couldn't really talk about it. They didn't have much time to react to this, as sentries outside the town alerted that the changelings were finally on the move and headed straight for them. They had to get ready for battle and worry about all of that later.

Rarity was concerned for both of her friends, but she managed to control her fears and look at it as just another thing to spur her on in the fight. Right now, she was more concerned about Ray, the two of them heading to an ambush spot together, something she was making very evident to the stallion.

"Ray, are you sure that this is altogether wise?" she asked him, looking him over.

He kept his confident grin. "I usually try my best to ignore that question if it comes up."

"Shouldn't you spend a little more time recovering?"

"We don't exactly have a lot of time left now. Besides, Flutters did a good job patching me up."

"Even so, you didn't exactly come off well in your last bout. Do you really want to enter another so soon?"

"Why not? All my friends are doing it and I don't wanna feel left out."

"I'm more concerned of you being knocked out than being left out."

"Then I'll just take down as many as I can before that happens."

She shook her head. "You really aren't going to be dissuaded, aren't you?"

"Not in the least," he grinned. "Thanks for the concern anyway, snob."

"Ruffian," she returned. "Well then, I suppose we'd better hunker down and wait, as they say."

"Sounds good to me." He nodded to her scarf. "So, that's your new weapon, huh?"

"It is indeed," she said. "Formidable and fashionable, if I do say so myself."

"Trust you to make a weaponized accessory," he chuckled. "Have you actually tried it out yet?"

"Yes." She hesitated a moment. "Well, in a manner of speaking. On some fabric samples."

"The greatest threat to our existence," he remarked.

"Oh hush now. It was the only thing I had at hoof and they had it coming anyway."

"Oh really? What did they do to deserve that?"

"They made itchy, tacky and uncomfortable dresses that would be a crime for any to be allowed to even display them in the window, much less wear them."

He shrugged. "I guess that's as good a reason as any. You gonna be okay using it?"

"You need not be concerned with my well-being, but more of any changeling who would be foolish enough to harm me whilst I use it."

"I'm terrified already." He sighed regrettably. "And here I left my sword at home."

"My apologies, I only had the one. Although, I could see about making you something similar," she added. "Perhaps something along the lines of a pair of shoes, maybe a tie..."

He frowned thoughtfully. "Sounds appealing..."

"Or perhaps a... feather duster?" she said with a smirk.

His expression hardened. "I thought... we agreed never to speak of that... again..."

She tittered. "Sorry, darling. Couldn't resist." She turned her gaze to Canterlot. "So, we once again prepare for battle."

"With me as your fearless leader once more," he noted. "How lucky for you."

"One pony's luck is another's jinx," she countered. "But I wonder... no, it's nothing."

"You sure?" he asked. "It wouldn't be nothing if you had to bring it up."

She thought for a moment. "Well... I cannot help but wonder what our chances are. We do face quite daunting odds that don't seem to tip much in our favour."

"I guess so."

"And even if we manage to somehow hold our own against them, what about after?" she went on. "Are we to be doomed forever to an eternal conflict, war without end in our once peaceful town? Or do we dare to strike back against them, take a chance to reclaim the royal city? Of my, I can barely imagine such an undertaking! That's even if we come out of this in one piece! What if we are defeated again? What if Ponyville falls into the changeling's foul hooves? What if-?"

"Rarity!" Ray's sharp voice cut her off. "This isn't the time to get melodramatic! Save for a chipped hoof or something."

"But we-"

"Listen to me," he said firmly. "You can't let doubt cloud your thoughts like this. Don't doubt yourself, don't doubt our chances, the others or anything. Your mind needs to be completely focused on the task. If we're gonna pull this off, we need to have one hundred percent confidence that we _can _pull it off. Anything less and we've already failed."

His confident, convicted tone helped to soothe Rarity's fears. She ignored the concerns her dramatic tendencies threatened to increase and calmed herself down.

"Yes, you're right. My apologies, Ray," she murmured. "I forgot myself for a moment."

"Good thing you remembered then," he smiled.

"Indeed." A different thought surfaced now in the wake of this. "You know, I just thought of something."

"Which is?"

"Just something I feel you should know." She smiled a little. "You remember when you first joined the group, how we absolutely despised each other until that day in the mines?"

He smirked. "Vaguely. Why?"

"Well, when we fell into those mines, what little injuries were nowhere near as severe as yours and... it was because of you were the reason for that."

He looked confused. "What do you mean? I don't get it."

"I mean you were the one who saved me," she answered. "At the cost of your own health, you prevented me from sustaining serious injury by cushioning me from the fall. I'm not even sure you were completely aware at the time."

"I... I wasn't." He looked genuniley surprised. "I... I never knew that. Really?"

She nodded. "Really. And I want to thank you for that, Ray. Perhaps there is a real gentlecolt in you."

"Maybe," he murmured. He smiled even more now. "Well, since we're telling each other things, I want to tell you this too. I don't know how things in this battle will turn out but, whatever happens, I'm going to protect you and the others. However things may have been between us first, I'm happy to be able to call you my friend."

"As am I," she replied, feeling touched by his words.

"And also, I want to apologize. You know, for constantly calling you a snob all the time."

She was surprised by this. "You are?"

"I am," he said. "My opinion of you changed a long time ago and I don't want you going into this fight thinking that I still thought of you that way."

When Rarity laughed a bit in response, it was Ray's turn to be confused.

"Sorry, darling," she said in answer to this. "While I do accept your apology, I never believed you thought of me that way, nor did I ever view you as a complete ruffian. I always saw it as something of an affectionate term between two friends."

"Really?" He blushed slightly. "Huh... never thought of it like that."

She giggled until she realised something. "Wait a moment... did you actually think of me as a snob for a while, even after the whole incident?"

Ray was silent for a few moments, before bluntly admitting his answer.

"Yes."

Rarity found herself torn between berating him or laughing at this revelation. Instead, she settled for a hug, enjoying the feeling of his warmth against her. He was surprised, but he gladly returned it.

"Right then," he said once they'd pulled away. "Ready to give these changelings what for?"

"I'll join you in a moment, dear." She looked to see a familiar purple shape running up to her. "I have to wait for my partner."

Ray only smirked and teleported away to their hiding place. She turned, catching Spike in an embrace, helping to comfort both herself and him. It was strange how safe she felt with the drake here, yet it felt so right she didn't ignore it.

"You ready for this?" Spike asked.

"As I ever shall be." She gestured to the building they were to hide in. "Shall we then, my little gentledrake?"

"At once, milady," he bowed. "Don't worry, I'll protect you."

She giggled and kissed his cheek. "I have no doubt of that."

He smiled and blushed in response, but they had to be quiet now. They joined Ray in the house, along with a few other ponies, shut all the doors and windows and crouched down. Already she could hear the ominous buzzing of the changelings approach...

* * *

Dusk felt a mix of various emotions while he was hurried away from Ponyville. Content that he and Twilight would be safe, confused of his marefriend's behaviour, shock and guilt that he had actually fought and hurt Ray, concern for his health, doubts if he was actually doing the right thing by fleeing from the battle.

Even now as he was led on by Twilight, he couldn't help but look back. The town looked completely deserted, even if some had stayed to fight. Had they all decided to flee rather than face the changelings? Did they think that, now he was gone, there was no hope of victory? He'd made that speech to inspire them and had run away. What did that say about him?

Then he would look towards Canterlot. Like a black cloud, they came now, their buzzing on the wind like a horde of parasprites. They were flying toward battle, to expand beyond Canterlot and take all of Equestria. And here he was, not even trying to stand against them. Despite his aversion to violence, he still felt like he should do something, try and go back.

Then he would gaze at Twilight and the answer would lie in her eyes, in her soothing words when she spoke lovingly to him.

"This is for the best, my love," she whispered. "We're free now, forget about the battle. Let's find our special place, like we said we would. You wouldn't leave me, would you?"

"No... no, of course I wouldn't," he murmured. "I just... I don't..."

"Don't worry, my love." She kissed him deeply, never taking her eyes off his. "As long as we're safe and we're together, nothing else matters."

"Nothing else matters..." he echoed dully. "I'm sorry..."

"It's okay, I forgive you." She tugged gently on his leg. "Now come on, let's go."

Dusk only nodded, his worries and fears slowly dissolving away again. What did it matter what happened in Ponyville, if the changelings were attacking. None of it did. Only Twilight mattered and their love for each other. Nothing was going to stop that. He'd already made sure of it before and he would be willing to do so again.

So he let himself be content with this. He let her lead him on, wherever she wanted to go. As long as they were together, that was all that mattered. Nothing would stop them now. At last, true happiness would belong to them...

"Having a little moment together before the battle?" a voice remarked from behind. "You two really are something special, aren't you?"

"Cadence!" Twilight's features expressed both surprise and anger. "What... what are you doing here?!"

"Calm down, Twilight," she soothed, giving a friendly smile. "I was worried about you both, that's all. I wanted to make sure you were okay."

Twilight blinked in surprise, but recovered herself. "Well, we're fine, thank you," she replied firmly. "Now, if you don't mind..."

"Aren't you going to come back with me?" she asked. "The sentries reported the changelings are on the move. We need to get back if we want to help."

"I'm sorry, Cadence, but..." Twilight bowed her head. "Dusk and I... we don't have any intention of fighting, do we?"

"No... none at all," agreed Dusk, trying to ignore the guilt that threatened to rise.

"We've just been through so much," went on Twilight. "I don't want to run the risk of losing Dusk again and I know he doesn't want to lose me. We just want to go somewhere safe, where we can live in peace and just be happy together. You understand, right?"

Cadence nodded slowly. "Of course I understand, Twilight. I know exactly how you two must feel."

Dusk was surprised too, along with Twilight again. That wasn't the reaction he'd been expecting from her. That was it? She wasn't even going to try and bring them back? And why did he even want her to try...?

Something wasn't really right here. Dusk studied her face intently. Though Cadence's lips were in a smile, her eyes told a different story. There was something in them, but he couldn't make out what. Whatever it was, it certainly didn't match the smile, nor the tone of friendliness in her voice.

Loud noises sounded behind Cadence. Battle cries, sounds of surprise, of struggle and combat. The sounds of battle. Dusk looked to see explosions in the streets, coloured shapes emerging from houses and descending from the clouds above to attack the black forms of changelings. They hadn't fled like he'd thought. They'd stayed to fight and it looked like they were going to do just that.

The princess of love looked around at it. Noticeable regret clouded her features while she looked on. Dusk glanced at Twilight and she almost looked pleased at the sight.

"It looks like the battle has begun," she said. "I think you two have the right idea. You got out just in time."

"I'm thankful we did." Twilight leaned her head on his shoulder. "I couldn't bear the thought of losing my Dusk again."

"I know." She turned back and smiled again. "I can't believe how close you both are. It really is wonderful to see."

"I feel the same way," said Twilight, nuzzling Dusk's cheek. "I don't think I've ever felt as happy and content as when I'm with him, right dear?"

"Yes..." he agreed. "With her, everything just seems right..."

"I know how that feels." She took a few steps closer. "I'll bet that when you met for the first time, it was just meant to be, wasn't it?"

"Oh, it was," she sighed. "The first time I laid eyes on him in Canterlot, I think I just felt something I never had before. That was the moment I knew we were going to be together, first as friends... then something so much more."

"Aw, how sweet," she cooed. "Did you feel the same for her, Dusk?"

"I did... except..." That scratching in his mind was increasing now from those words. "The first time I saw you was in Canterlot but... I barely spoke to you, nor did you to me. I'm certain that you hardly even knew I existed..."

Twilight flinched. "W-what?"

"The first time we met, we properly met, was when I came to Ponyville, about eleven years after I first saw you. We ate homemade omelettes together, you took me on as another assistant, even though I'm sure you didn't even need one, you accepted me as your friend and it was the happiest moment of my life." He frowned at her. "I could never forget that moment. How... how could you?"

But that was just it. She hadn't forgotten that moment. She'd even recreated it on their first Hearts and Hooves Day, when they had at last realised their love for each other, in memory of that first time. But why was she saying now that moment was in Canterlot...?

It was as if those thoughts began to break some kind of spell. His head started to hurt, Cadence's smile faded, Twilight looked afraid, like an animal backed into a corner. Suddenly, his fears started to rise again and things didn't seem as wonderful as they had been before.

* * *

Joining the chorus of cries that came on Ray's signal, Applejack jumped out of her hiding place and rushed the first changeling that she could see. She smirked when she saw his eyes widen in shock before he was knocked aside by her hoof, followed by his buddy right next to him.

"Surprise, folks!" she cried. "Welcome ta Ponyville. Anythin' ya need, ah'd be happy ta provide. Now, who here wants a whoopin'?"

The six close by all turned into her. "Who here wants a whoopin'?"

She sighed. "Ya know, ya keep doin' the same trick each time and it's gonna get real old, real fast."

The changelings ignored her comment and dived at her. But this time, she wasn't on her own, as a sudden wall of red standing in their path suddenly proved. They all piled on top of him, about a dozen of them, obscuring him from her view. The whole pile started to shake and they exchanged worried looks with each other.

A second later, they were all sent flying in different directions, the figure inside barely breaking a sweat from the effort. Applejack couldn't help but smile as she galloped over to join him.

"That's some mighty fine work there, Big Mac," she praised. "Still got plenty in ya?"

"Aiyup," he nodded.

"Well then," she said, looking towards another gathering group, "best get started, 'cause this is gonna be a long day."

"Aiyup," he repeated, galloping alongside her into the fight.

So far, it looked like things were getting off to a good start. Ray's plan had caught the changelings completely by surprise and the ponies of Ponyville were taking full advantage of it, attacking them however and with whatever they could. Kicking and punching, they began to fight their way to the square and she caught glimpses of events around her.

She saw Junebug from her house, tossing down flowerpots at changelings out of the window. From the sky, Derpy shot down and crashed into whole groups of changelings with just her rear. Blossomforth was caught in a lock from behind, but she used her flexibility to bend around and toss him away. Everypony was standing against their attackers in some way.

A loud hiss caught her attention. Three changelings darted at them, leaping into the sky and baring their fangs. She exchanged a look with her brother, nodded and they raised their hind legs. They kicked a changeling each on the outside, rounded again and performed a combined punch on the one in the middle, sending them into either the wall or other changelings.

Behind them, an even larger group was already closing in. This would be tough, but not impossible. Standing close to her brother, they built up speed and galloped at them. The changelings grouped together to form a wall to prevent them from coming, but that didn't stop them. They kept up the charge and rammed right into them.

The changelings screeched as they were knocked aside, clearing a path to the square. Applejack stomped on the face of one directly in front of her while Big Mac heaved a changeling up off his hooves and tossed him away like a ragdoll.

"Glad yer on our side this time, big brother," she remarked to him.

"Aiyup," he smiled. "Makes a nice change from jus' hittin' trees."

"Don't get used ta it," she laughed. "Still, good way ta vent aggression ah mus' say."

"An' it looks like we got plenty more ventin' ta do," he noted upon seeing the square.

Here, whole masses of ponies and changelings were locked in combat, though it could be hard to tell when their attackers turned into their friends, evidently confusing some of the fighters and letting them be taken down. But others fought on and Big Mac and Applejack were soon part of their number.

Up ahead, she saw Fluttershy flying away hurriedly from three changelings pursuing her. She flew straight at Rainbow Dash, who waited until she passed with her hoof ready and swung once she did, taking down all three with one strike. She could hear the loud explosions of Pinkie's party cannon, seeing her stationed on a roof and blasting down into the crowd. Balls of green fire shot from Spike, holding his own nicely.

She felt a pang of regret not having Dusk and Twilight here with them. A loss of good fighters and good friends...

Glancing around, she saw the three musicians standing together. Frequency wielded a piece of metal like a sword, though the manner he used it was more like a fiddle bow, jabbing and prodding changelings. Vinyl seemed to have converted her speakers into some kind of bazooka and blasted attackers with waves of sound, techno beats and guitar strings echoing all around. Octavia battled with her impeccable moves and skills.

One other pony also tried fighting by standing like the cellist did, though she was much more wobbly and clumsy, some of her strikes missing their mark. Once, she almost fell into Octavia when she tried to help, righted quickly by the grey earth pony.

"If you aren't used to standing on your hind legs, may I suggest that you stop?" she said to Lyra.

The mare only grinned. "Nah, this is how I do things." She wobbled on her hind legs and turned. "Come on, bugs! Get over here and fight like a human!"

Octavia watched her go, looked momentarily confused, then re-entered battle with another contender that came at her.

A loud flash sounded next to her and she looked to see Ray, standing on top of a changeling and grinning.

"Fancy running into you!" he yelled over the noise, teleporting away and kicking one in the air.

He wasn't alone, for Rarity flipped gracefully over, her weapon scarf glinting with green blood while changelings reeled away from it, followed by Spike running on the ground below.

"I really hope this doesn't stain," she said, whipping out at another.

"Ah sure hope he don't scar," countered Applejack, seeing the gash across the changeling's chest.

"Hmph, serves him right I say," she sniffed.

"Yeah!" Spike smacked one with his tail. "Nopony or changeling hurts my Rarity!"

She beamed. "Isn't he the sweetest?"

Suddenly, an all too familiar scream rent the air. They all looked to see Fluttershy some distance off, lying on the ground in pain while a couple of changelings leered over her. She tried to crawl away, but they kept coming in, toying with her.

"Fluttershy! We have to-" Rarity was almost blindsided before she lashed out with her scarf. "Oh, bother this nonsense!"

Applejack slammed aside another changeling only to have his friend to deal with. Every step she tried to take towards the Pegasus was blocked by more changelings. Big Mac, Rarity and Spike looked to be having the same problem. They were too far away and too caught up in the fighting to get over and help.

They wouldn't be able to get there in time. But that didn't seem to stop the other member of their group. At first, he stood and watched, like her scream had frozen him to the spot. But only for a few moments.

His face began to contort in a visage of terrifying anger, a vague shimmering red mist appearing around his whole body. It was so hazy, the farm pony wasn't even sure it was there. Suddenly, he was gone and at Fluttershy's side, his hooves flying. They barely had the time to react before he was on them.

He pummelled and punched at them, knocking them away with much more ferocity than what would be necessary. Even Applejack had to feel a little sorry for them and their buddies apparently felt the same way, judging by the way a few more came charging at Ray. Not that this seemed to deter him.

He fought on, with that same level of ferocity and it only seemed to be growing. She could actually hear him snarling like a beast while he jumped and flashed between attackers with speed only he could manage. Applejack wasn't the only one watching this display. Fighters from both sides would stop to stare for a bit before he would either vanish or somepony not interested in watching got their attention.

Even Fluttershy, who even though she was grateful for the save, watched with a slight amount of fear at this sudden frenzy. They'd never seen Ray this angry before.

Applejack had to keep her focus on the fight too, but she would still try and watch Ray. She felt her eyes had to be playing tricks or something because she could see other things start to show on the stallion. Red eyes, with cat-like slits burning with rage. When they were bared, she could see some of his teeth had sharpened into points. That red mist around him becoming more solid, more prominent...

She might just be seeing things. There was a lot going on and her mind wasn't exactly clear with all that was happening. Right now, with the number of changelings he was knocking down like bowling pins, perhaps they should be thankful.

What followed next didn't leave her much time to dwell anyway. She heard a strange sound and ducked as what looked like a bolt of white magic shoot over her head, hitting a wall and singing it. She looked around for the source and found something else to stare in disbelief at.

"What in the hay...?" She dived aside as another blast came at her, followed by a laugh from the one that shot it.

"Alright," Hard Edge chuckled, "now it's time for some real fun."

* * *

Cadence hated watching this. Even though she knew it was necessary, that she had to do what must be done, the look of betrayal and pain that was growing on his face was just heartbreaking for her to see. He didn't deserve this. He'd suffered enough.

She watched the imposter carefully. It was clear that she, if it was even a she, was becoming more distressed that the situation was being lost from her control. Though she didn't like the idea of fighting, much like the poor stallion before her, she was willing to do what was necessary to save him if she had to.

And it looked like she would have to.

"I... I don't understand..." murmured Dusk. "I mean... it's you but..."

"Yes, Dusk, it is me," she insisted, gazing at him. "She's just trying to trick you, trying to keep us apart like Ray was."

He tried to avert her gaze. "Yes but... you... how could you... how could you not know?"

"Because that's not Twilight." His eyes whipped to Cadence, who felt a lump rise in her throat. "I'm so sorry, Dusk, I really am, but this Twilight is an imposter. Like I was."

"But... but how...?"

"I think she must have been captured back in Canterlot with Shining. Then they replaced her with one of their own. She fooled us for a while, she must have been specially trained, but I think you knew, didn't you?" she said gently. "You had a suspicion that it wasn't her, even if she managed to fool you. She fooled me too, but you must see it now."

He looked so lost, so confused, his mind battling with the imposter's enchantment. "I... I...she..."

"She's a changeling, Dusk. I'm sorry you had to find out this way, but she is." She stretched out a hoof. "Step away from her, come back with me. I can help you, I promise."

"NO!" The changeling Twilight grabbed Dusk, her horn and eyes glowing green. "You won't take him from me! Don't listen to her, Dusk!"

His eyes glowed faintly too, though he was trying to resist the spell even more. She had to help him along, push her point and get him back.

"I know how you're feeling, Dusk," she went on. "To have somepony you love taken away, I know how that feels. But the changelings only captured me, so we can still save Twilight, the real Twilight. All you have to do is come with me. Let me help you."

He continued to glance back and forth between her and the imposter, but the looks on her were growing even longer. Slowly, gradually, he began to move towards her, while Cadence continued to smile.

"Dusk, where are you going?" Twilight asked as he backed away, her eyes glowing furiously. "Can't you see, it's me?! She's lying to you, she's tricking you, don't listen to her!"

Dusk stopped in his tracks. He gazed back at the changeling posing as his marefriend, but his eyes didn't glow as strongly as before. He was clearly still under her control, but it looked like he was getting it back. Cadence let her smile grow, happy for this small victory...

Until she saw the look on the imposters face.

"YOU!" With an enraged roar, the changeling leaped at Cadence. "How dare you interfere?!"

The princess only narrowly avoided the attack and was on the defence, backing away quickly to a safe distance and warming up her magic. Just as the changeling whipped around, she unleashed a bombardment of spells at her opponent, only to have them all blocked by a green shield that formed around the changeling.

"As you can see, I've been eating well," she called. "Let's see if it's paid off, shall we?"

Her insect-like wings sprouted out of her back and she darted forward, dodging the attacks that Cadence set at her and smacking her across the face when she closed in, then again with enough force to send her reeling.

The princess shook her head, saw the changeling charging again. Calling on her magic, she acted quickly and stopped the imposter with a shield of her own. She smacked into it and was blasted back when she suddenly expanded it, knocking her back.

Pressing an advantage, Cadence glided across the ground and returned the punches her foe had previously given. But the imposter recovered faster than she anticipated, catching one of her punches and performing a counter, followed with a head butt. Cadence barely had time to react before she was sent back by a kick.

She shook her head to rid herself of the daze and performed a quick healing spell on herself. The changeling calling itself Twilight didn't even look worried.

"Oh, good. Healing yourself just so I can knock you down again, how fun," she taunted. Her wings flickered and she darted at her again, Cadence dashing to meet her.

They clashed once more and Cadence could see Dusk, his eyes alternating between glowing and normal, battling on inside his mind. All the while, she could hear the sounds of fighting rage on from the town.

* * *

Rainbow Dash kept a tight hold of the two changelings she had in a headlock and slammed them into each other, knocking them out and sending them falling. She wiped sweat from her forehead, ignoring the burning in her muscles.

Looking around, she could see that the tide was starting to turn. The changelings had recovered from the surprise attack and were now organising themselves properly, countering most of the haphazardly organised attacks of the townsfolk with properly coordinated military formations and movements.

Though they had spirit, the ponies here weren't used to fighting and it was starting to show. She saw Cloudchaser and Flitter being taken down by changelings pretending to be them and confusing each other. Blossomforth was being held in place by a few more changelings, who had learned from her flexibility and avoided it. Thunderlane was making efforts to save her, but he was swamped by three more. She even saw Derpy getting dragged away, crying out for help.

Rainbow growled in frustration. She could feel hopelessness starting to form inside her, tackling with her hatred of losing. She tried frantically to think of something, anything that might help them win this but nothing came to mind. Though there didn't appear to be as many as before, the changelings were putting them on the run. Could this get any worse?

The answer came when a bolt of white magic missed her by an inch. Looking down for the source, she felt her temper rise when she saw Hard Edge battling with her friends down below. She could see some kind of metal tubes attached to his forelegs, one of which seemed to be firing bolts like magic, the other a beam that levitated things or ponies that he threw.

She saw demonstrations of this. Big Mac came charging at him like a bull, but was stopped dead in his tracks by a white beam. Laughing like a school bully, Edge spun him around and tossed him right at his sister, crushing her into the wall. Pinkie tried firing shots at him from her cannon, but he blasted them from the sky, rendering them useless.

"Having fun down there?!" she yelled at him, zipping over. "Because it stops now!"

He grinned. "I was wonderin' where you were. Been aching to have our little showdown."

"Lucky you, 'cause you're gonna get one." She nodded to the tubes. "See you got some new toys, not that they'll help."

"You like 'em?" He held them up. "Wanna see 'em close up?"

"I was just getting on that!" With a cry, she charged at him.

She stopped when he caught her in a beam and was sent crashing into the ground. She fumed when she rose from the small crater she'd made and tried to charge, but ended up having to quickly dodge around his blasts, taking cover behind a cart while they slammed into it.

Just as she was trying to think of a way to get close, she heard a rumbling behind her. Turning, she saw the cart being lifted away and she had to hurry away as more blasts followed her, narrowly missing or singing her fur. She heard Edge yell and he stopped his bombardment and Rainbow laughed when she saw Ray teleport next to him and punch him.

She wondered briefly why his eyes seemed to be a different colour and what that weird mist was around his body. In the end, she decided to stay focused on the fight and help him out.

He managed to keep this up while Edge's shots missed him and Rainbow darted forward to join in, landing a few of her own before flying back to a safe distance when he threatened to hit her. The minute she looked back though, she saw one of his shots had gotten lucky, Ray doubling over and holding his gut.

The stallion looked up, snarled at Edge and was blasted away again by two more shots to the face. He fell to the ground and didn't get back up again.

"Ray, NO!" A yellow streak shot past her and Fluttershy charged, her face livid. "You'll pay for that!"

Edge barely even glanced at her before he caught her in a beam and tossed her aside casually. Rainbow heard her squeal as she crashed into a wall and failed to come back out.

"Not with Fluttershy, you meanie!" Edge was forced to move out of the way from the increase of blasts from Pinkie, her mane still hanging loosely.

Rainbow tried to get in, but with blasting from both sides it was hard to get at him without being hit by either. For a moment, they seemed to match each other shot for shot, dodging or blocking projectiles. But when Pinkie fired some streamers to tie him up, he caught it in a beam and shot them back at her.

The party pony didn't have time to dodge before she was wrapped up in her own streamers and fell off the building, her cannon tumbling after her. Rainbow snarled and was about to charge when another pony was at her side, a dragon on the other.

"We'll take him together," Rarity said. "Go!"

As one, they moved but had to separate when Edge fired at them again. Spike attacked from a distance, shooting off fireballs that Edge was forced to dodge or shoot. Rainbow and Rarity got in close, the former hitting him with a punch while the latter struck with a kick.

Now he was on the defensive. Every time he made to shoot either of them, Rainbow would kick him or Rarity would send her scarf at him, either cutting him off or hitting him and really ticking him off. Every now and then, Spike would hit him with a fireball and burn his fur, making Rainbow laugh.

"Hold still!" he roared.

"Same to you, big guy!" countered Rainbow, kicking him towards her partner.

"You think having some fancy gadgets makes you a unicorn?" Rarity taunted. "But you lack the style-" She spin kicked him "-the grace-" A slash across the face -"or the spirit."

He staggered back, feeling the brunt of the hits. Rainbow gave Rarity a look saying that it was time to take him down. They both charged forward to finish him off...

"Yeah , I'm not a unicorn. I'm better than that." He raised his beam gun to the sky. "I'm a Cloudsdale Pegasus!"

He slammed it into the ground, firing it and sending a shockwave of levitation energy. Rainbow managed to stop herself in flight, but Rarity wasn't so lucky. She flew high into the air, back down towards Edge and he kicked her away, sending a blast after her for good measure. She hit the ground hard, her scarf floating down gently on top of her.

"RARITY!" Spike ran towards her, but he was struck down too by another bolt and joined her.

Rainbow panted while Edge turned to her, grinned like a maniac and started firing again. She dodged as much as she could, but she didn't have the energy any more, after all the fighting and seeing her friends fall. She had to keep going, she couldn't lose now.

Other changelings were emerging triumphant from their battles all around her, capturing ponies in their green goo and standing back to watch. Some started at her, she knocked them away but screamed when Edge managed to get shots in. She turned back to him, just to see a white bolt coming straight at her.

She felt her face burn when the bolt hit her. She cried out, swooping out of control and her head hit the ground right in front of him. She tried to get back up, but she could already feel the weakness spreading through her whole body. She looked up to see Edge leering down at her.

"How 'bout that," he remarked before she blacked out, "I win."

* * *

Cadence was starting to feel the strain of the fight. She didn't know much hoof-to-hoof beyond basic punches and kicks. Her magic wasn't tailored specifically to fighting and her opponent matched her in speed and strength, if not outmatched. He just didn't know how much longer she could keep this up, while the changeling showed no sign of stopping.

Dusk was still trying to regain control, even screaming as he tried to regain control. She had hoped that he might get enough to come to her aid, but it looked like she was on her own. Either that or she would have to hold off the changeling just a little longer.

"Give up, princess!" she jeered, swinging a hoof at her. "You can't beat me!"

"That remains to be seen," she countered, ducking under it and calling on her magic.

She caught the creature mid-flight, suspending her in the air in her shimmering blue aura. The changeling barely had the time to struggle before Cadence shot her away, taking some much needed time to recover her strength. She looked to Dusk, still in a struggle of his own.

"Dusk!" It was like he only just managed to hear her. "Please, I need your help! I can't do this without you!"

"I... I can't, Cadence..." he gasped. "Her hold... too strong..."

"You can do it," she encouraged. "You've had worse things get inside your head and you managed to beat them off. You can do it again."

"Not... without help..." His eyes widened. "Look out!"

She looked to see a green meteor streaking towards her. Acting quickly, she raised a shield and stopped it just as it reached her. She could see the changeling, snarling at her through the barrier, pressing the attack, cracks beginning to form. Cadence put all she had to keep the shield up, to try and knock her away but it was too much.

There was a flash. The shield shattered. The changeling barraged into her and sent her flying, skidding across the ground and coming to a halt. Wincing from the pain, she tried to stand, saw a black streak dart towards her, suddenly changing back to lavender.

She cried when the changelings glowing horn touched her. The lack of energy she felt suddenly started to increase, taking away what she had left. She knew it was the changeling, draining her of her power again. She wouldn't be able to last long against it

She saw Dusk, still looking like he was battling with himself, fighting the control the changeling had. Her mind desperately thought to when she'd been with Shining, how the minute she'd had contact with him, it had broken Chrysalis's hold. She hadn't given it much thought, but now...

She knew how she could help him. She wasn't Twilight, but she could still do something.

She shoved aside the changeling and managed the time to concentrate her magic into one of her unique love spells. She sent off the blue heart at Dusk, saw it fly towards him, burst over his head. He blinked slowly, shaking his head...

Something slammed into her side, knocking her over. That drain in energy came back again, robbing her of the little she had left. Her knees buckled and gave way, the ground rushing up to meet her and hitting her like a punch.

The sounds of battle in town sounded like they were starting to die down. Cadence tried to stand, but she screamed when a hoof pressed down on her neck. She strained to see the imposter, standing over her, smiling wickedly.

"You princesses really are pathetic," she sneered. "If we beat you with barely any effort, what chance do the rest of your people stand?"

She couldn't speak, she couldn't fight, she couldn't even see Dusk. The only thing she could see were the green pupils of the creature posing the pony who would be her sister-in-law. They came in closer, the horn glowing too...

A bolt of magic zipped between Cadence and the changeling that threatened her. They both whipped their heads around to see Dusk, with tears in his eyes but an expression of righteous fury that she was sure he'd learned from her Aunt Luna.

"Get off her," he commanded in a trembling, yet firm voice.

"Dusk?" She pasted on a mask of innocence. "What are you doing? I'm protecting us..."

"All I see is you attacking my princess and my friend," he growled. "Now again, step away from her."

"But I-"

"Do it! Now!"

She did as he asked, turning to face him fully. "There, see? Now, calm down, my love..."

"Don't call me that," he growled.

She blinked. "But why, my love? It's-"

"I SAID, DON'T CALL ME THAT!" he roared. "You are not the one I love! The fact you look like her is even worse! You're nothing, but a fake!"

"Dusk, please, whatever you're thinking of doing-"

"I'll tell you exactly what I'm going to do!" His horn flashed. "I'm going to end this charade!"

"But can you though?" A different tone entered the imposter's voice now. "Like you said, I look like her. You wouldn't do anything to hurt your darling Twilight, would you?"

"You can't, can you?" she cooed mockingly. "I'm your dear Miss Sparkle, the one you love so very much. You would never do anything to hurt her, would you?"

Dusk's body tensed a little more, his eyes darting around as the changeling approached him.

"Come on then, Dusk. Do it." She stood in the open clearly. "I won't resist. Strike me down. Defeat me."

Silence followed. The fighting in the town had completely died down. Cadence watched, the changeling smirked and Dusk remained motionless. He was still grimacing, as if just looking at her took effort on his part. His horn glowed dimly, but nothing came.

The changeling laughed and took a step closer.

"It looks like the princesses aren't the only ones that are pathetic," she sneered. "Look at you, one of the so-called Elements of Harmony, the defenders of the land. You don't have the conviction to do what is needed, not like we do."

Cadence watched them both, but kept her focus on Dusk as much as she could. Had her spell done its work? Would it be enough?

"That's why we won," it went on. "That's why your sweet Twilight was brushed aside like dust, that's why we'll do the same to you and to all ponies who stand in our way. The time of the changelings has come and none will stand against us. Not you, not your princesses, not your pathetic, sad, little Twi-"

The changeling's words turned into a scream when Dusk's horn flared once more.

* * *

Two battles have been fought now. One is over, the other is merely postponed. We continue it next time...


	14. Love and Light

**Light and Love**

Darkness took all he could see for the longest time. He wished that he could see some semblance of any shape in the void... a flash of butter yellow with a streak of pink. Shining, expressive blue eyes. When it finally started to clear, his first thought was that when darkness was all he could see, at least he knew what he was looking at.

There were colours, but he couldn't make out what they were. His vision was just one big blur, like somepony had spilled water on a canvas of wet paint. There were sounds, but he couldn't make those out either. His ears were ringing and the sounds were muffled. Not exactly the first time he'd woken up like this and it was just as bad as those other times.

Not only that, but he also became aware of a dull throbbing in his head, accompanied with a residual burning sensation. Since he'd only just started to comprehend basic senses, he didn't really have much time to think about it...

But some vague, very vague, memories started to come back to him. Those expressive eyes widened in fear as she screamed. Her butter yellow form lying helpless on the ground, scrabbling away from two leering black shapes. All he'd seen from then on was a storm of red that filled his whole vision... and his mind.

Other things started to blur together to form some semblance of shape. Yelling and snarling like an animal, the multiple impacts of his hooves on flesh and bone, the growing storm of red. Anger. Pure, unbridled anger, ending with a sudden, burning pain... then nothing. Nothing but the darkness and the state he was in now.

Now the world was slowly becoming clearer. He could make out a cloudy sky, damaged buildings, many coloured shapes all massed together in the centre. Black shapes were there too, some of them were flying, others were stationed on the ground. Two appeared to be directly in front of him. His mind was waking up, becoming clearer, and processing all of his information.

The cloudy memories he had, the flashes of anger and violence gave way to previous ones. Yelling and shouting from others around him, a sense of fear and companionship. A need to protect those around him from harm by fighting. He had been in battle... a very fierce, recent battle. In the town that he called home.

Ray blinked several times and shook his head for good measure. He could see more clearly now. He recognised where he was now. He was still in the village square where he remembered the battle taking place. Only it didn't have the same homely, welcoming feel he'd remembered when he'd first set hoof here. Craters in the ground, chunks of missing roof and wall. It wasn't good seeing it like this...

Actually, it seemed to end up in this state with rather worrying regularity now that he thought about it. It was actually amazing anypony still lived here.

The ponies in question were still here. The brave volunteers who had stayed behind to fight the enemy had now paid one of the prices that could have been expected from such resistance. They were now here, amassed in the centre of town, surrounded on all sides by their changeling captors. Thoroughly dispirited and beaten, matching the state of their home.

He looked around at them all. Some were slumped on the ground, crying at the unfairness of it all, others spitting in the faces of their captors, either bound and tied for doing so or just knocked down. Pegasi had their wings restrained, unicorns tried using their magic and failed, earth ponies unable to run or fight.

He cast his eyes around for any sign of the girls, but they were completely lost in the mass of ponies or maybe they'd been taken somewhere else. Occasionally, he thought he saw a flash of orange, heard a refined voice among those shouting, a faint, soft weeping of a gentle kind. He had to try and find them.

He tried to move his legs, but encountered resistance. He continued to struggle, looking down to see that they had been held in place by the green substance the changelings excreted. He could barely move any of his limbs. He noticed also he seemed to be kept apart from the mass of prisoners, watched over by two changelings who stood close by.

One of them glanced around at the sounds he was making and leered in amusement. He nudged his friend, who turned and matched his expression.

"Well, well, look who's finally awake," the one on the right hissed. "You have a nice nap, pony?"

"I hope you did," put in the one on the left, "because you're gonna wish you were still out of it by the time we're done."

Ray only growled back at them, focusing his energy on a teleport spell. They wouldn't be laughing by the time he was done. Only he couldn't. He tried with all his might, but it was like the energy to perform it couldn't be dipped in to. It was blocked. He could hear his horn fizzling pathetically from his efforts.

"Don't bother," Right sneered. "We figured you'd try that, so we gave a special little something so you don't run out on us."

"Yeah." Left started to poke his horn roughly. "Wouldn't want you to leave so soon before we've even started the fun."

At this point, he became aware of something cold and clammy around his horn. He couldn't see it, but he could feel it.

"You like it?" Right asked. "A little something we brought along for any unicorns who might give us some trouble. Suppresses your precious magic so you can't use it for anything."

"Call it payback," followed up Left. "You took out quite a few of our number in your little frenzy. Now, we're gonna make sure you don't go anywhere."

"So, get comfy, Mr Mean and Green," taunted Right. "You're gonna be here for a while."

But Ray had already started to blank out their talking, even his concern about his current predicament, only focusing on what that changeling had just said. He did remember all the fighting and pummelling of changelings, but could hardly recall any of the details. The sea of red, the purity of his anger, the burning in his head...

All of that could only point to one thing. Dread started to grow inside him at the thought of it. _It_ had happened again...

* * *

The changeling was blinded by the sudden flare from his horn, staggering back and crying out. But Dusk barely gave her time to recover before he was on her, his hooves glowing orange and striking her as hard as he could.

Cadence had turned away the instant she suspected what would happen and turned back to watch, with growing horror, the scene that unfolded before her.

If he had less energy from the feeding the changeling had no doubt been doing, he seem didn't show it. The pain, the betrayal, the anger that no doubt surged through him now was enough to give him strength. His inhibitions were forgotten. The only thing he wanted now was to hurt this vile excuse of a creature and he was going to do just that.

The changeling tried to recover from the first blow, but was hit by another Cadence was sure should have knocked her head right off. Her disguise flickered a moment before Dusk barged into her, sending her flying into shadow tendrils which wrapped around her. She was thrown around, smacked into the ground a few times before being sent back into Dusk's hoof again.

Dusk's anger burned, the changeling cried out for mercy. She could see specks of green blood falling from the imposter. He grabbed her, held her up and drew back his hoof again to deliver another blow.

Finally, she remembered herself. "Dusk! STOP!"

"Why should I?!" His eyes seemed to burn when he faced her. "They took Twilight! They replaced her with this imposter and they need to PAY!"

"Perhaps they do, but not like this," she insisted. "Don't do something that you'll know you'll regret. You're better than this, Dusk. I know you are, now please... just stop."

He blinked slowly. He stared at her, then at the changeling. Something changed in his eyes, the fire that it was in it now dying down, like he was only seeing now what was happening. What he was doing.

Finally, he released the changeling. Its disguise left, revealing its true form. It stared up at Dusk with a mixture of hatred and fear.

"Go," he ordered in a low voice. "I won't kill you, nor will I attack when you run. Return to your queen and your people."

It looked confused. "That... that's it? You'll just... let me go?"

"I will." He looked at it with a lidded gaze. "I'll not stoop to the levels your people already have, that you have. I'm not like you."

It actually laughed, stepping forward. "Too cowardly to do what must be done? To do what is right?"

His expression darkened. "You really think what you've done so far is right? Because if you do, you've just lost the right to even speak to me, now back off!"

It did so, but it still tried to look defiant. "We are at war, Dusk. Are you scared to kill me, even when we are enemies?"

She could see him shaking again. "There's nothing brave about taking a life."

The changeling managed a sneer. "You had best hope you don't regret those words."

"GET AWAY FROM ME!" He fired a few shots at its hooves, making it cry out again. "GET OUT OF MY SIGHT!"

It didn't need much more incentive than that. It was gone seconds later, the only traces of its lingering presence being the faint buzzing of its wings and the receding dot of its form. Cadence watched until it was gone before turning to look at the pony that had sent it running.

His anger had passed now, spent on the changeling. Now, there was only despair. Hopelessness. His head was hung, the brim of his hat casting a shadow over his eyes. Even with that, she could still see the tears beginning to fall from them. Despite the injuries she'd sustained, it was hurting the princess so much more to witness this.

The well of compassion for him seemed to fill her up and she started to walk to him. But she put weight on her leg, which failed her and she fell again with a small cry. It was enough to get Dusk's attention, who was with her in moments.

"Cadence!" Even in his shivering voice, she could hear his concern. "Are you alright? Did it injure you badly?"

"Nothing serious, I'm sure," she winced. "I'll be fine... just a little tired."

"I think I know the feeling..." She could see his body quivering faintly, his eyes drooping. "We need to get somewhere safe, somewhere secluded where the changelings won't find us."

"Sounds like a good idea," she agreed. "Do you know somewhere like that?"

He nodded. "I think I might. Can you stand?"

"I'll try..." She did, but her legs gave way again. "Sorry."

"Don't be, it's not your fault. Here..." He went to her side, helped her up and propped himself against her.

"Such a gentlecolt," she smiled. "What about you then, Dusk? Are you alright?"

He looked away from her. "I'll feel better once we get you treated."

"If you insist." She waited for more, but nothing came. "I suppose we'd better get going then."

Dusk didn't say anything else. He just nodded again and began to lead her off, supporting her carefully against his side. She let him have his silence. The changeling's influence may have been gone, but she had a feeling that wasn't all he needed to get rid of.

While he supported her, she looked towards Ponyville. The fighting had stopped now, but she could still see changelings up in the air or patrolling the streets. A sense of loss came over her at the thought. They had won. All those brave ponies who stood up to them were now prisoners, soon to be used for feeding. What kind of a fate was that?

She looked down at Dusk, who had his eyes resolutely fixed on wherever they were going, like he couldn't bear to look at it. Maybe with all that he'd been through, seeing the town he called home being taken over like this would be too much for him. She honestly couldn't blame him one bit. She had broken him from the spell, but she could still see the pain in his eyes.

So much pain for one so young. He really didn't deserve it. She wished she had the energy to do something more. There was only so much her magic could do though.

They kept carefully to the outskirts, heading further away from the town and out into the fields. It wasn't long before Cadence could see where they were going. At the top of a small hill in the meadows, she could see the trademark dome-shape of an observatory, the lens pointed up at the sky. A small house was set next to it, hidden behind the hill. Secluded and out of the way. Good thinking on Dusk's part.

He reached the door and knocked on it. After a few seconds and some hushed whispers within, the door opened carefully, a pony peering through the crack.

"Dusk? Is that you?" he asked in a hushed whisper.

"Don't worry, Nightfall, it's me," he assured. "We need your help. Can you let us in?"

"I... I don't know. I need to be sure, to make sure you're not an imposter," he said cautiously. "Prove to me you're Dusk. Tell me something only he would know."

Dusk barely hesitated. "When I first met you, I was worried that I'd ruined one of my friendships , but you taught me that as long as you're willing to make up for what you've done, there's no such thing as a ruined friendship. Life's too short to worry about things like that."

He seemed to relax a little. "That's definitely you. What about her though?"

"She's fine too," he promised. "This is Princess Cadence. She's been injured and we need to use your observatory so we can tend to her. Please, will you let us in?"

"I'm... I'm not sure." He scrutinized her. "She could be an injured changeling, trying to fool you."

Before Cadence could interject something to alleviate his fears, a different voice cut in. A mare with a soft, kind voice, yet with a tone that accepted no nonsense.

"Nightfall, that's enough," she berated. "I think it's quite clear that they're not changelings."

"I'm just being careful, Shimmer."

"I know you are, but he's proven that it's him and they both look like they need our help," she reasoned. "Now come on, let them in."

There was a moment of silence before he stood back and let them in. Cadence smiled at the dull-grey stallion which he returned, along with the pink-coated mare who watched them closely, supporting the princess on her other side.

"Come on, we'll rest you here," she offered. Carefully, they set her down on a comfortable couch. "There. It's not much for royalty, but I hope you like it."

"It's just what I needed, thank you," she smiled. "Your kindness is appreciated, Shimmer."

"It's our pleasure, your highness," she bowed. "And you're Dusk Noir? Night's told me a lot about you. It's good to finally meet you."

"Likewise," he returned, though there wasn't much brightness in his tone. "Right, I need to go somewhere. I won't be long."

"Are you sure?" Nightfall asked. "I'm sure it's not exactly safe out there."

"I know, but I have to," he replied. "I need to hurry quickly to the Everfree Forest. There's somepony there that can help. Stay and watch over her, I'll be back as quickly as I can."

"We will. You can count on us, Dusk," promised Shimmer.

He nodded once, then left a moment later in quite a hurry. Almost like he wanted to get away from them. She wasn't the only one who noticed.

"Is he okay?" Nightfall asked. "He seemed rather... preoccupied."

"He'll be fine. He's just..." She paused, searching for the right words. "He's lost something very precious to him. Or rather, somepony."

"Oh dear." Shimmer grimaced sympathetically. "I hope he finds her again."

"The feeling is mutual," she sighed. "Somepony like that isn't easily forgotten."

Shimmer nodded. "And what about you, princess? Is there anything else we can do? Can I get you anything?"

"You're very kind, but I'm sure I'll be fine." She sat up a little and hissed from the pain in her side. "Maybe a cup of tea would help though."

"Of course, you'll be right as rain after that, as any Pegasus would tell you," she smiled. "I'll be back in a few minutes."

"You know," Nightfall remarked as she left, "this is the second time that I've had a princess in my observatory. Perhaps I should consider turning it into a royal venue."

"I think I know one princess who would be very happy to hear that," she giggled. "Thank you again for offering us refuge here, Nightfall."

He shrugged modestly. "Well, Dusk is my friend and you're a princess. I couldn't just leave you out there, highness."

"Not without some persuasion otherwise, of course." She nodded at Shimmer. "It's a good thing she was here."

"I guess." Nightfall smiled after her when she left through the door. "I have to admit, even if I would have preferred it that she was somewhere safer, I'm glad she chose to stay."

"I know she is too." She smiled at the love she could feel radiating from the two of them. "You're a lucky stallion, Nightfall and I can tell she's a lucky mare."

He blushed a little. "I'm not too sure about that last one, but... I know I wouldn't be who I am today without her."

"I won't dispute that." She smiled a little. "So, are you two...?"

He blushed deeper when he caught her meaning. "We're just coltfriend and marefriend, so no. Well, not yet anyway..."

"I see," she said with a conspiratorial wink. "Don't worry, I won't say anything."

Nightfall nodded mutely, but he still managed to smile through his blush. She returned it, reminded of that special pride she always felt from the fact that she was the Princess of Love. Something she'd been proud of the moment her horn had been gifted to her.

Shimmer returned with a cup of hot tea, which already began to make her feel better the moment she started to drink it. While she sipped on her tea and conversed politely with her hosts, she could almost forget there wasn't a war on outside. Until she was reminded of a lack of familiar presence that should have been at her side. Even so, she kept her smile and tried to cope with the pang in her heart.

"So, why are you both still here?" she asked. "I'm sure you must have heard about the changeling attack, even if you are out of town a little."

"Well... I did know about the attack and the evacuation," he admitted. "I didn't really want to fight, but... I couldn't bring myself to leave either, so... I hunkered down here, hoping they wouldn't come this far out."

"I see." Others might have called such behaviour cowardly, but Cadence wasn't one to judge. If he had his reasons, she was sure they were good ones. "And what about you, Shimmer? You don't really look like the kind of mare who gets herself into scrapes."

"I suppose not," she laughed. "I could have left, I suppose, but once Night said he was staying here, I knew I was too. Something he's not entirely happy about."

"I'm happy you're with me," he corrected. "I just... I would have felt better if I'd known you were somewhere safe."

"With all that's going on, there's only once place in all of Equestria that I'd feel safe and it's right here." She reached across and took his hoof.

A smile tugged at the stallion's mouth and he took hers in return. He gave Cadence an abashed look. "She's stubborn, but I admit, I couldn't live without her."

"I understand perfectly," she murmured, feeling again the pang in her heart for the one she couldn't live without.

Not long after, Dusk returned from the Forest with the help he promised. This came in the form of a zebra named Zecora, who specialised in herbal remedies with a little bit of added magic from her homeland.

"I will have to examine you first though, from what I can see, it could have been a lot worse," she noted. "Never fear, I shall do my best, to heal your injuries, your highness."

"I'm very grateful to you," said Cadence, letting her run an experienced eye over. "It was just lucky you were in your hut when Dusk came looking for you."

"I was in my home, in a deep meditative trance, so to hear about this fight, I never had the chance," she explained. "Though this is to a good end, I regret not being there to aid my friends."

"Well, I'm sure you'll get the chance soon enough. Right, Dusk?" There was no response. She looked, but there was no sign of the stallion. "Where's Dusk? I thought he came back?"

"He's just outside, I saw him walking up to the observatory," said Nightfall. "I asked him what was wrong, but... he didn't say anything."

She looked out of a nearby window up the hill. She could just make him out next to the observatory, staring off in the direction where Ponyville was. The sun was starting to set though, so it was getting harder to make him out.

"I would give him some time on his part." Zecora was following her gaze. "No medicine I can make can mend a broken heart."

Cadence nodded. "Believe me, I know the feeling."

* * *

The sun had almost set below the horizon. The moon was starting to take its place, as were the stars that accompanied it. Normally, he would have been in awe at the sight of them as always. Now however, without the one who raised them watching over them, they seemed rather... empty. Bereft of their beauty.

Part of him wondered at the fact they were even out. It seemed that even Chrysalis recognised the natural order of things and had allowed Luna to carry it on. Or she was using the cover of night for her own nefarious purposes. With the power she probably possessed, maybe it was she who was bringing them out now.

The mere thought of it made him feel sick at heart. As if he didn't have enough eating away at his mind like the imposter had been.

He'd tried to recall any of the details from when he'd been under its control. He couldn't remember everything, but he saw brief moments. Being lost in what he thought had been Twilight's eyes. Fighting Ray in a fit of anger, a moment of guilt when he realised what he'd done. Then he'd run. He'd run away when his friends, his home, had needed him. He'd known this, yet he'd still run.

He could see it now, even in the dark. Being a student of Luna had its benefits. Or perhaps it was a curse, considering what he was looking at. Ponyville, overtaken by the changelings. First Canterlot, now this. Both of his homes had fallen to the changelings, his friends were prisoners and his marefriend had been replaced by one of _them._

And what had he done? Nothing. He'd just stood by and let it happen, let himself be used and probably made it even worse. He didn't even know about it until it was too late. Then again, perhaps part of him had... the part that had been scratching away at his mind knew there was something wrong, but he'd just ignored it.

Now, the consequences of his ignorance were shown before him and he couldn't tear his gaze away from it. Until something else got his attention.

"They are beautiful, aren't they?" He glanced around to see Cadence, minus a good deal of her cuts and bruises. "There are times I'm kind of jealous of my aunts. I wish I could make something so beautiful appear like this."

Despite his mood, Dusk tried to be polite. "I'm sure... you manage that in your own way."

She smiled. "That's sweet of you to say so, thank you, Dusk. I know you can manage it just fine with your particular talent."

"Thank you. Twilight thought the same..." It slipped out before he realised it and it certainly didn't help here.

Cadence noted this and joined him by his side. "I know how hard this has to be for you, finding out like this."

"It's just... I..." His voice broke when he tried to speak. "I really thought... it was her. I was... so convinced it was her..."

"I know, I was too." She draped a wing comfortingly around him. "That's what they do though, it's what they're good at. But we beat it and we can beat all of the others too."

He let a bitter tone enter his voice. "Forgive me if I don't share your optimism."

"Dusk, don't be like that," she soothed. "Isn't you that's always telling others to have faith?"

"But how much good will faith do us against the odds we face now?" He looked out at the town. "How can we be strong enough to stand up to that?"

"But you said it yourself, Dusk," she encouraged. "Ponyville has had worse from this and has always come back. It can do so again and so can you, no matter what that changeling may have done."

"But I let it use it against me! It used the weakness it knew I had and I was powerless to stop it!" he shouted. "Their strength is our weakness. They know that and they've already used it, will continue to use it! I know what I said before but... maybe we can't come back from this one. How can we?"

Cadence was silent for a long while in the wake of this outburst. "A weakness? That's what you think love is?"

"The evidence all seems to point that way..."

"I see..." She scrutinized him for a few minutes. "Have you seen Nightfall, Dusk? What would be your opinion of him?"

The question caught him off-guard, but he answered it. "He's a good pony. He has intelligence, a good heart, loyalty to friends and the one... the one he loves."

"I'd agree with you. And Shimmer? What would you say about her?"

"The same for her."

"Would you say then that either one of them look capable of fighting?"

He thought about it. "Not really, no."

"Would say that, if a fight were to come along, they would prefer to just stay out of its way?"

"Their course of action seems to prove that." He shook his head in confusion. "I'm sorry, Cadence, but what's your point?"

"That is my point." She looked towards their house. "If they didn't want to fight, they could have fled along with everypony else who evacuated. They didn't though. They chose to remain here, Shimmer chose to stay here with Nightfall. And why? Why did she choose to stay?"

"Cadence..."

"You know the answer, don't you? I think you do." She turned back to look at him. "So tell me, Dusk. What is it?"

"Because... because she... she loves him..." he murmured.

"Exactly. For the one she loves, she would risk her own life to remain by his side and give him the same strength that allowed her to make that choice. And they're not the only ones who found strength from this. Do you know who those ponies are? What they did with that strength?"

"I... I don't know..."

"Oh, I think you do. When a young mare and her friends were in danger in the Everfree Forest, one stallion, all on his own, braved its depths to save them. When that stallion was consumed by darkness, another gave him the power to rise above it and when it happened again, that young mare used the same power to vanquish it forever. Even now, what the enemy can use against us we can use against them in return and you know what that power is.

"It's love, Dusk. Every time you or Twilight or any one of your friends has felt beaten, your love for one another, as friends and as lovers, has given you the strength to overcome whatever force opposes you. It took me a while to realise it, but that was what allowed me to save Shining from Chrysalis's control and you from that imposter Twilight. Pure love allowed both you and him to beat the control they had over you. The changelings, they only see it as food, but for us... for us it gives us a strength that nothing can defeat. And that's what will bring about their downfall."

"But... but you've seen it. Feeding off it makes them strong too..."

"And who says we can't use it for the same potential, but not just to fuel our magic, but our hearts too. I know it's what gives me the will to keep fighting." Her eyes shimmered. "I love my Shining Armour and I don't care if I have to fight my way through a thousand changelings. I'm not going to rest until he's back with me, where he belongs because I know he would do the same for me."

The conviction in her voice didn't give Dusk any cause to doubt her. Hearing this and her next words awoke something inside him once again.

"You did the same for Twilight once and she for you. You can do it again, Dusk. I know you can."

She was right. He had done it before, when things had been at their bleakest and most hopeless. Despite his fear, he had still rescued her and the girls. So had she, defeating Doom and bringing him back to the light. The memory, the love of her had broken the imposter's spell and given him back his free will.

Cadence had lost Shining, but she wasn't willing to give up. Maybe there was something to be said about that.

"You really believe in that power?" he asked her.

"Of course I do," she replied without hesitation. "I'm one of the few who truly possess it, after all."

"You think it'll be enough to save Shining?"

"More than enough. And it can save Twilight too, just like it has before."

"Then who am I to doubt it now?" Already, a familiar feeling grew inside him, spreading through his whole body. "Together then? For the ones we love?"

"Together," she vowed. "The changelings might be strong now, but they need to keep feeding. For us, it never ends."

"With you on our side, that will certainly be true." He held out a hoof. "I'm sorry, Cadence. With all that's happened, I just..."

"It's okay." Instead of shaking it, she wrapped her forelegs around him in a hug. "I don't blame you at all. I was the same at first, until Twilight found me in the caverns. She helped renew my hope. I'm glad I was able to do the same for you."

He returned it. "So am I. I hope we can save them. Both of them."

"We have to hold onto that." She pulled away and stood up. "Now then, I think the changelings have had their fun for long enough. It's time to start thinking about giving them a much needed time-out, starting with Ponyville."

"Sounds good to me," he agreed, following her lead. "You think we can take back Ponyville?"

"Why not? You've beaten the odds before and you didn't even have a princess with you," she smiled. "Maybe we should wait until morning to start some kind of planning."

"Yes..." He frowned thoughtfully. "Or maybe we shouldn't. Maybe we should use this to our advantage."

"How?"

"Because I've just had a thought." He turned around. "The town is in danger, under threat. Its citizens need protecting, saving. They need a hero."

Cadence's smile grew. "So, what are you going to do?"

"Simple." Dusk saw how the shadow appeared to be covering half of his face when he turned around. "I'm going to give them one."

* * *

The fight can go on. A hero will rise and I think you can all guess which one.


	15. The Hero It Needs

**The Hero It Needs**

Hard Edge tapped his hoof impatiently in the town hall, which he and the changelings had established as their command post in town. He and a good few others remained on station here, while the rest were on patrols throughout the town, making sure it was thoroughly secure with everypony who might be a threat rounded up and taken to the square.

It wasn't like there was much to do anyway. Even if this was a relatively small number of troops under his command, it hadn't taken them long to put down the resistance. The rest of them were away at some other fight, expanding out of Canterlot. He wondered where exactly, as there were only two other settlements and the idea of them going to Cloudsdale... just didn't sit well with him for some reason. Not they'd actually be able to take it anyway.

Even so, what did he care about what the rest of the bugs did? As long as he got what he came for, nothing else mattered, that was what he told himself. Even though it would have been good to have more troops, he managed just fine with the number he had. These ponies weren't exactly soldiers and it had been easy to organise against them once the element of surprise was gone. They really hadn't stood much of a chance.

Even so, they had managed to put up a good fight and he could respect that. He liked to think he would have done the same in their place. It didn't feel as good as he thought it would be, even if he told himself he was just taking down some of Celestia's pets. But still, a fight was a fight and they'd lost it. He'd gotten one of the things he wanted, a chance to fight and prove how great he was. Now, there was only one thing left...

That was what he was waiting for, now and again firing his new weapon at the wall to let off some steam. With everypony else surrendering, they'd find that shrimp Dusk at some point. He had a lot to answer for, humiliating Edge like the rest of the Canterlot scum, treating him like he was nothing. Well, they'd already gotten their deal. It was time for him to get his. He never met another pony he wanted squashed more...

Well, that Rainbow mare was getting a close second. She really had spunk, for a mare at least and he grudgingly admired that she was from Cloudsdale. Even so, she was really starting to stir up his storm cloud. Once Dusk got what was coming to him, maybe he'd have some fun with her too. He always did prefer more aggressive mares.

"Commander, sir." The leader of the round-up team had returned. "Here to report on occupational status, sir."

Edge could hear the tone of disdain when he addressed him with his title. Even he knew that his partnership his boss had going wasn't popular with the changeling troops. Not that he cared. He didn't like the bugs and the bugs didn't like him. As long as they played ball, he was fine with that and he wasn't looking to make friends.

At least they were open about it and if things did get nasty, he was always eager to try out his new weapons on some of them.

"Spit it out then," he snapped.

The leader, Nos or something, bristled. "We have completed our campaign here. All areas are secure and all ponies have been taken prisoner."

He nodded slowly. "You manage to find him then?"

He paused a moment. "No, sir. We scoured every inch of the town, but there was no sign of the pony Dusk Noir."

Silence hung thick in the air following that. Edge gave it a few moments to settle in, as well as to let his temper boil to the best point to let it out.

"Well, you can't have checked everywhere because you didn't FIND HIM!" he roared, shooting up from his seat and glaring at him.

"We tried our best, sir, but he has obviously fled the battle. I suggest we expand searches to the surrounding area, as well as advance forward to-"

"Sorry, are you telling me what to do?" he demanded, prodding his chest. "Nopony tells me what to do. I'm in charge, you got that?"

He hissed. "Only by a fluke."

Edge wasn't deterred. "What did you say to me?!"

"You think yourself in command, but you do not deserve the position!" he snapped. "You haven't earned it!"

"Oh really? Is that what you think?!"

"The only reason you are here is because our queen allows it, pony!" Nos hissed. "If you were not, I would-"

"I'm sorry, what was that?" Edge pointed the barrel directly at his face. "You would what?"

Nos stared at it for a while. A few of the other changelings tensed at the display, ready to act at a moment's notice. Would he have to take down a few of them before they would stand down, to make an example?

In the end, that wasn't necessary.

"Nothing... sir."

"You sure? You don't have anything to say?"

"Nothing, sir." he said through gritted fangs. "A slip of the tongue, nothing more."

"Good." He lowered the weapon, feeling a little disappointed. "Now then, if we can't find the shrimp by looking, we'll have to get somepony to show us where he is."

He strode outside, barging past Nos, who he heard hiss before falling in behind him. He really didn't care what the bug thought of him right now. He never cared. Right now, there was only one thing he wanted to get done.

He soon reached the town square, where he could hear the noise of all the ponies being kept prisoner there. He didn't care what they were talking about either, nor all of the jeers and calls that were thrown at him when he flew up to a nearby building to make himself seen. He didn't care about any of it.

At least, that was what he was telling himself to try and reduce the sudden squirming feeling he felt inside. It was drowned out soon anyway when he fired his weapon a few times to silence everypony.

"All right, listen up!" he began. "I wanna make one thing perfectly plain: you lost! We came, we saw, we kicked your flanks! There's no coming back, so you might as well play nice if you wanna make this easier for yourselves!"

"What, so we can get ourselves served up on a silver platter quicker?" called the farm pony. "Sorry, sourcube, but ah ain't plannin' on goin' out anytime soon."

"If that's the case then, maybe you can get out of it by giving me a little help!" he called back. "We've rounded up all the ponies who kidded themselves into thinking they stood a chance, except for one!"

"Then your victory is hardly thorough, isn't it?" shouted the snobby pony.

"It will be!" he snapped. "So, here's the deal! One of you tells me where Dusk Noir is hiding and maybe I won't let the bugs have their way!"

"That's a terrible deal!" yelled the pink pony. "Sorry to burst your balloon, even if that's more Pokey's thing than mine, but we're not snitching on our friend!"

"If you won't tell me where he is, I'll make you!" he threatened.

"Go ahead!" challenged Rainbow. "I hope it's gonna be worth trying to find one pony, 'cause you'll have to go through a lot more before you do!"

"You don't have to go through me!" a voice yelled. "If I knew, I'd tell you where he was!"

"By Celestia, do you ever keep your mouth shut?!" she shot at him.

"Both of you, shut it!" he roared. "If you won't tell me where he is, I'll just have to find somepony who will! Somepony like her!"

He pointed out at random and heard a shrill scream when a changeling dragged the mare out of the crowd. It was the butter yellow one, trying pathetically to struggle away from the changeling that was bringing her.

"NO!" The teleporting stallion managed to both look angry and terrified at the same time. "DON'T YOU TOUCH HER! LEAVE HER ALONE!"

"Shut him up!" he ordered. He grabbed her while he heard sounds of impact from the stallion. "Tell me where Dusk Noir is, right now!"

"We don't know!" somepony from the crowd yelled. "Don't hurt her!"

"I will, if none of you talk!" He shoved the barrel under her chin. "Somepony talk, right now!"

"P-p-please, d-d-don't hurt me." Even though it was barely a whisper, he still managed to hear her.

Edge could hear it now, the sheer terror in her voice, the fear in her eyes. His anger subsided and in that brief moment, he saw what he was actually doing. He was getting the glory he'd always wanted, he was getting payback on those he despised. But now, looking at this whimpering mare, he had to ask himself one question.

Why wasn't he enjoying this more? He hesitated when it entered his head. He didn't want to activate it.

An explosion sounded somewhere across town, followed by the sounds of magic being fired off. Was it him? Had he finally shown himself? He let the Pegasus go, glanced her scurrying back into the mass of prisoners and felt his anticipation grow again.

"Go find out what that is!" he ordered Nos. "Probably something you missed. Bring 'em back here with the others."

He nodded briefly and buzzed off with a couple more changelings. Edge watched the townsfolk warily, noting how they were talking in a more animated fashion than before, looking towards the explosion. If they thought they had a chance to escape, he had to make sure they didn't try and take it.

Fortunately, they didn't get the chance to. Nos returned a few minutes later, a triumphant look on his face.

"We can confirm, sir, that was somepony we missed," he reported. "She tried to storm us, but we overpowered her easily. The queen will be very happy we managed to find her again."

Even though he was seething that it wasn't Dusk, Edge allowed himself a little satisfaction when Princess Cadence was dragged in by a changeling escort. Another chance to get back at some Canterlot scum.

"Well, well, look who decided to grace us with her presence," he sneered. "I was disappointed when the bride couldn't stick around long enough for me to meet her."

"I'm sorry," she replied calmly. "It was just all so much to take in, I needed some time to myself."

"And leaving your guests unattended? Well, that's kinda rude."

"So is turning up without an invitation and I don't recall seeing your name on the guest list," she countered.

"Last minute security, they were a little short-hooved." He leaned in menacingly to her. "And, as a member of security, I need to ask you a few questions, princess."

"Commander..."

"Not now, Nos, I'm busy."

"So, you're a commander now?" she noted. "Are you enjoying your new position? Are you proud of what you've done to get here?"

He laughed in her face. "And why wouldn't I be?"

"Well, the betrayal of your own kind and the treason against this land's rightful rulers might factor into it a little bit."

"Why? What have they done for me recently? It's good they're getting what's coming to them."

Her expression softened. "I don't think you really believe that."

For some reason, he faltered. "What? W-what are you talking about?"

"Sir, I think you should-"

"I said shut it!" he snapped, barely glancing up. "What do you mean?! How would you know?!"

"I know ponies like you, Hard Edge. You're doing this because you feel bitter, betrayed, but just how long is that going to drive you? How long can you hold a grudge before it drives you do something you'll really regret, if it hasn't already?"

Like I almost did before, his mind seemed to whisper. Like with that Pegasus...

"You feel like this is going to push you on to get what you want, but all you'll end up with is more pain." She shook her head sadly. "I truly do feel sorry for you."

"Like I care!" he snapped. "You had your chance and now it's gone! I'm on the right side now!"

"And just how far will you be willing to go to prove that?"

"Enough of the chatter, princess!" He aimed his weapon at her. "Tell me where Dusk is, right now or you'll regret it."

She returned his look coolly. "No, I don't think I will. The only one who will be regretting their choice of actions is you, Mr Edge."

"Oh yeah? And why is that?" he sneered.

"Well, I don't know if you've noticed but..." She smirked at him. "It's gotten a lot darker, wouldn't you agree?"

He barked out a laugh. "What? You think you're gonna get me with that?"

"Actually, sir," Nos said quietly, "I think you should see..."

"What do you...?" Now, Hard Edge looked up and he saw what they meant.

It was getting darker, but not because it was night time. The lamps in the street were going out, one by one. The shadows being cast by the buildings, the guards, the ponies, even his own, were growing up from the ground, even though the moon was barely moving. They were growing up, forming a wall around them through which all he could see was black.

"What the hay...?" He raised his weapon, darting his eyes around. "What's going on? What... what is this?"

In the dark, he heard a chuckle. A chuckle from a voice that made his blood boil from how much it reminded him of the Canterlot elite.

"Why, I should say that the answer is fairly obvious, Mr Edge." It seemed to come from everywhere. "As the day brings the radiance of light, so with the night comes the darkness. Then again, the darkness existed regardless in the day, just as there is still light within darkness. Rather curious, isn't it?"

"Who's there?!" he shouted. "Who are you?!"

"You ask a question that I've already given you the answer to." He whipped around as his own shadow seemed to grow and speak with the words. "Is this explanation enough?"

"What are you doing?! Who in Tartarus are you?!" he demanded.

"Very well, I shall make it more evident." Changelings looked around as, one by one, the voice spoke through the shadows they cast. "I am everywhere the light fails to shine, where most fear to tread for what might lie beyond. I keep them safe in those places, from those like you who give them reason for that fear."

"SHUT UP!" he roared, ignoring how much his leg was shaking. "Show yourself!"

Again, the chuckle. "And what, my good fellow, do you think gives you the authority to command the revealing of my good self?"

"What doesn't? Whoever you are, you're just one pony," he taunted. "I got weapons, I got soldiers. All you've got are your little magic tricks."

"Ah, so it is from the illusion of control your authority stems," the voice noted. "You think your little devices and your minions give you freedom over whatever you wish, but if we were to take all of that away, just how much control would you have? How much of you would be demanding of me then?"

All of the shadows, everywhere, all of them moving, talking with his voice, all at once. He fired off some random shots, but they all vanished in the blackness. He tried to keep from trembling, keep in control.

"WHERE ARE YOU?!"

"Here." That voice came from directly behind him.

Something hit him sharply in the back of the head, knocking him off the roof. He snarled, recovered his wits and looked up, seeing a figure dressed in black where he once stood.

"Fear not, good citizens of Ponyville! It is I, the Shadow Spectre, here to serve you once more as protector of this town! But I cannot accomplish this deed alone! Will you join me in ridding our town of the scourge that plagues it?"

The crowd cheered in response. Earth ponies stomped their hooves, pegasi had their bindings sliced through and took to the sky, the horns of unicorns glowed in the dark.

"I am indebted to you all!" He pointed dramatically with his hoof. "Come now! Cry havoc and let slip the dogs of war!"

He vanished in a wave of shadow. Hard Edge's roar of anger was lost over the sounds of Ponyville fighting for its freedom once more.

* * *

Even with his aversion to violence, Dusk couldn't help but feel a certain sense of pride when he saw the ponies rise up against their captors. The changelings tried to hold back against the tide, but the sheer mass of ponies and the fact the guards were spread out meant they were overwhelmed in moments.

If there truly was a noble cause to be found in a battle, this was it. And he would not hesitate to be a part in it.

He looked over at Cadence, who had blasted aside her guards and a few ponies rallied to her. He was grateful that she had been able to provide an added distraction to give him time to go to his house and get his costume. The explosion had been provided by a special mix from Zecora, who was now arriving with her bamboo staff spinning.

That was the first part of his plan. Now that the general populace was free, he had to make sure his friends were free to help him lead the effort. The first port of call was one who certainly looked to be in more of a predicament than the others, struggling against the gooey manacles he wore, something black clamped to his horn.

He moved swiftly across the roofs and landed nimbly next to him, blasting away the goo and removing the thing from his horn. Immediately, it sparked with his yellow aura.

"Alright! Back in the game!" he declared, grinning at him. "So, you're like the town superhero or something? How did I miss that one?"

"You weren't here for it," he stated simply.

"Huh. That makes sense then," he shrugged. "Well, thanks for letting me out. That thing was not comfy to wear."

"I'm sure it wasn't." He tipped his hat. "It's the least I can do for injuring you previously, my friend."

"What? You never..." His eyes widened in realisation. "Dusk?! That's... that's really you under there?"

"Come now, Ray," he chuckled. "I would have thought that you, of all ponies, would have figured it out in minutes."

"Well, I was starting to get an idea but still..." He smiled easily. "Don't worry about it, bud. It's cool. Guess you managed to beat her then?"

"I did. Well, with some help," he added.

"I would consider hitting you with my pipe for that, but Spike still has it." He smirked. "I'll let it slide this time. I've got better things to hit."

"Relieved to hear it. Now, I need you to gather our friends here in the square. Can you do that for me?"

"Already going!" In an instant, he vanished.

Dusk smiled under his mask and looked around, seeing the rabble the ponies had become once more. It looked like they were winning now, but they needed some actual organisation if they were to have any chance of winning this fight and there were only certain ponies he wanted to trust to help him lead.

In about a minute, he had Applejack, Rarity, Pinkie Pie, Fluttershy, Cadence, Rainbow Dash, Spike and Ray. At least four of them knew who lay under the mask and from the looks of the remaining four, Ray might have let it slip.

"You're back, you're really back!" Rarity beamed. "Oh, darling, you have no idea what a relief it is to see you again!"

"The feeling is beyond mutual," he replied. "There are no words that could truly convey how sorry I am for abandoning you the first time. I should have known about her, but I-"

"Don't even start, sugarcube," Applejack cut off. "She pulled the wool over our eyes too and messed things up fer us all. But she's gone now and yer back, that's what counts."

"We're just glad you came back," said Fluttershy warmly. "It wasn't the same without you, big brother."

Dusk didn't argue with them. Instead, he felt that one part of his costume wasn't needed anymore and there was no need to hide from them. He reached up and removed his mask, just so they could see the look in his eyes.

"I really couldn't ask for a better group of friends," he said in his real voice. "Thank you, everypony."

"Yay! Now that that's done..." Pinkie's main popped back up into its usual state. "Private Pinkamena Dianne Pie reporting for duty, sir!"

He could already feel that smile growing wider. Only this time, they could see it.

"Right, try and get everypony as organised as you can!" He had thought of these roles before coming here starting out. Time to see if it would work. "Cadence, you work with Rainbow Dash and command those who can fly. Use the advantage of the skies against them!"

"Understood." She immediately took flight. "All Pegasi, to me! Hurry!"

"Come on, let's hustle everypony!" added Rainbow. "Let's show them what we're really made of this time!"

Those they addressed had already started to join them when he moved on.

"Rarity, you and Ray organise the close-range fighters on the ground!" he ordered. "Anypony who prefers to get in close and personal, make certain they follow you!"

"Absolutely," she nodded, flicking a scarf she wore. "I am always happy to work with my favourite ruffian."

"Only if there's the world's greatest snob to work with," he countered, exchanging a smile with her much different than what Dusk usually saw with them.

"And a number one dragon assistant," added Spike, wielding the metal pipe once more. "Thanks again for letting me use this."

"No problem, I don't think I need to be using it much more anyway," he remarked, smirking at Dusk.

"Pinkie Pie, organise a party of shooters, along with Applejack," he finished. "Get them on the high ground, the roof tops, the hills, overturned carts, anywhere. Get them stationed and get them firing!"

"Like shooting ducks at the fairground!" she said brightly, shooting off a blast from her party cannon.

Applejack nodded. "Just gimme a bunch-a apples an' some targets an' ah'll show 'em how sharp ah can shoot."

"Fluttershy, anypony who can no longer fight, start moving them into the town hall and keep them safe there," he told her. "Start treating them for their injuries, get them back on their hooves. We need all the help we can get. You can manage with Zecora's help."

"R-right," she responded, looking a lot braver. "I'll do my best."

"I shall try to be quick, should anypony have need of a medic," promised Zecora.

"Excellent. I have faith in each and every one of you. Now," he said, gesturing again, "let's stand up..."

"... AND TAKE IT BACK!" the girls finished.

Ray moaned again. "Man, I really did miss out on the best stuff!"

"Don't worry," Dusk said, seeing the changelings that were charging at them, "there's not much chance of that anymore."

Without hesitation, knowing they would all be right behind him, he leaped at two airborne changelings with the power the suit granted him, hitting them quickly with blue hooves as he passed by, turning them orange on the last one. The strike knocked his head back and he fell with Dusk atop him, who rode him to the bottom.

Other changelings came for him as he landed, some in their true forms, some mimicking his appearance, others his friends. He was ready to face them all, no matter what. He wasn't going to be falling for their tricks and deceptions any longer. He had his magic, he had his costume, he had his training. Time to put Luna's gifts to good use.

He never stayed in one place during the battle, going wherever he was needed. If one of the ponies was pinned by a changeling, he would punch it off. If the changeling outnumbered a group of fighters, he would be there to even the odds. If they felt hopeless and lost, he would give them the spirit to keep fighting with his example.

It was one of those times when he truly understood why he had been chosen as the Element of Unity.

As the battle progressed on, he could see that signs of rather hap-hazard organisation were starting to turn the tide. Cadence and Rainbow were rallying the Pegasi into the sky, the latter making small teams to create localised tornados to launch at their enemies, calling on their previous training from moving the water to Cloudsdale.

Down below, things were looking good too. Rarity's sheer grace of movements and Ray's energetic fighting method seemed to inspire those who followed them, adding extra vigour to their attacks and felling any who stood in their way. Spike always stayed close to Rarity, swinging his metal pipe like a sword. He glimpsed others, Octavia with her expert fighting, Big Mac with his immense strength taking down ten changelings at once.

Providing covering fire from elevated postions were the ranged fighters. Applejack had gotten her hooves on a basket of apples and was kicking them at her attackers or using her lasso to rope in changelings and use them as projectiles instead. Booms went of from Pinkie's party cannon, changelings blasted away, wrapped up in party streamers and from some strange sound bazooka Vinyl used.

But Dusk soon had his focus on a different target, who was also on an elevated position, firing away at any who tried to take him on. Dusk ignored all other challengers and concentrated on getting to him. If he could defeat him, this battle would be over. That and he felt some payment was due to him.

He floated up on a colour cloud, landing before him and locking eyes with him. Edge smirked at the sight of him.

"So, it was you under that mask," he remarked. "I really didn't know you had the guts. I gotta give you that much."

"I'm not at all interested in your concessions, Edge," he replied. "You know why I'm here and I know there's no dissuading you. Let's just get this over with."

"Couldn't agree more!" He fired off three shots, all of which missed when Dusk jumped out of the way.

He landed and returned fire, which Edge managed to block or shoot. They entered a duel, returning bolt for bolt, shot for shot with each other in what must have been spectacular to see. While Dusk had the experience of using his magic for this, it was clear Edge didn't. He let quite a few of Dusk's bolts slip by, most of his missing or being blocked. When he realised this wasn't working, he tried getting in close.

The stallion was ready for this and jumped away from the punch, hitting him with a wave of shadow and a round of colour pellets. He got in close with a fast punch, but Edge blocked it and countered. Dusk ducked under the blow, returned one of his own. Edge caught it and punched him twice in the stomach and threw him aside.

The suit took the brunt of the blows and he managed to return them in kind. Dusk charged at him as formless smoke, the suit giving him the power to do so and became solid when he reached him, striking with both hooves glowing orange. Edge staggered from the impact, firing randomly. Dusk was knocked back too when one of them hit him in the chest.

When he looked up, he glimpsed Edge was grinning evilly. Looking down, he saw, with horror, the blast had burned a hole in his suit. It had taken the impact, but had been burnt away, exposing part of underneath. Even worse, he felt a fading in the influence of the enchantment on it. The energy the suit gave him was being lost from the damage and he could feel it.

Another shot missed him by inches. He dodged another, got in close, missed the punch he threw at Edge and felt another blast graze his sleeve. Dusk kept up the fight, but the damage was letting exertion from the previous uses of his energy catch up to him. He suddenly felt a lot more tired than before.

But he had to complete his goal. Edge had to be taken down, no matter what. He had to try.

When Edge took to the sky, Dusk bounced after him. He created a colour cloud, dodging around the shots that were fired at him and got closer, creating a shield to block anymore that he couldn't. Dusk concentrated on the gauntlet he wore, a purple aura surrounding and forced him downward. At the same time, he struck quickly with blue hooves, sending him back down.

Back on the ground, time to finish this before he recovered. Using what he had left, he turned them orange, starting forward for one good punch.

"Not this time, shrimp!"

He charged right at Dusk, firing as he came. He saw the direction he was coming in, stepping to the left to avoid it. Just as he did, Edge suddenly changed direction, colliding into him with the force of a bull. Before Dusk could recover, he was hit three times point blank, the force of the blasts knocking him away.

He noted the fresh singing holes in his suit, the loss of power from the enchantment. He barely had time to comprehend before more shots came at him. He desperately put up a shield, but didn't have the time to apply the right amount of power. It fell after three, two shots grazing his unprotected face.

He cried out and clutched at it. Looking up, he saw Edge laughing mockingly.

"Yeah, I got my weapons and minions," he echoed. "But take away that suit, what are you?"

"Um, a pony with good friends, a great marefriend, an Element of Harmony with power over light and shadow and education from one of the co-rulers of Equestria?"

"Shut up!" His weapon whirred again. "That's the last time you ever mock me!"

The weapon's whirring grew louder, the barrel growing brighter. He tried to move, but his leg burned and he barely had any energy left. There was a flash-

Edge screamed as electricity shot through his whole body, his skeleton on full display amdist the flashing. He was panting heavily when it passed, his fur singed and smoking. He looked up just in time to see a hoof smack into him and knock him aside.

"Rule number one for Pegasi in getting out of a scrape: always make sure there's a storm cloud nearby." Rainbow grinned at him. "I heard all of that before. When did your ego decide to grow?"

"Ever since I was threatened with beatings if it didn't," he countered. "Are you fine dealing with this?"

"Believe me," she said, rounding on Edge, "it'll be a pleasure."

"You'll pay for that!" He pointed his weapon at her, but the barrel only poured black smoke. "W-what?! NO!"

"Aw, did I break your toys?" she cooed. "Looks like we're doing this the old fashioned way!"

"I don't need them to-!" A hoof to the face cut him off and his attentions became focused on things other than talking.

He charged back at her, but Rainbow ducked easily under his hoof and punched him in the chin, followed with a spin-kick to the face. He staggered back and was hit when she rammed right at him, knocking him into a chimney stack. He yelled when a few bricks landed on his head, but Rainbow was relentless and didn't let up.

He managed to get away, taking to the sky, but she was right behind him. Dusk thought she might lose it when Edge kicked a cloud at her and landed some blows while she was distracted, but he got more than he bargained for with Rainbow Dash. He tried to grab her, but she elbowed him in the gut, kicked him in the groin and punched him across the face, sending him tumbling.

Even though the guard tried to stand his ground, it was clear he was no match for Rainbow's speed and agility now that his weapons were gone. He did have his training, but she barely gave him the time to use it with the ferocity and swiftness with which she attacked. He was tempted to try and help, but he knew she didn't need it.

In desperation, he tried to charge her again, ramming into her full force. Instead of dodging it, she let him hit her and used his momentum against him. Heaving him, she spun around in the air with him in a headlock and flung him back to the ground. Dusk flinched from the force with which he crashed.

He managed to peer over the rooftop where he saw Edge climbing out of a crater he'd made. Rainbow landed next to him and looked down at him.

"Had enough yet?" she called down.

"You... you... YOU!"

"Wow, what a great speaker," she remarked.

"You'll pay, I'll make sure you pay!" he screeched. "You think you've won this?!"

She shrugged cockily. "I'd say so, considering your buddies seem to be in a hurry to leave."

"Come back here, you cowards!" he roared. "You'll-!"

He was cut off when Rainbow threw a brick down at him.

"No weapons and no minions." She grinned while he tried to stand. "I guess you're not in control anymore, are you?"

He glared at her for a long while, glanced at the retreating changelings and made up his mind. He took to the sky, getting out of the way of Rainbow's next strike.

"This isn't over!" he shouted. "You'll get yours, both of you! You all will!"

"Yeah, that's right, run away you gutless, back-stabbing piece of-!"

"I think... he got the message, Rainbow Dash," he said, making an effort to stand back up.

"Yeah well, don't you worry about him anymore, Dusk." She slammed a hoof into the other. "The next time I see him, he's not gonna be getting away."

"In all honesty, I think I'd prefer to let you deal with him anyway," he admitted.

"Thanks for that," she laughed, moving to support him. "Come on, let's get you to Fluttershy, then see if Rarity can't patch that suit of yours."

* * *

Cue the fanfare! Victory is ours this time! Now, it's really time to fight back!


	16. Carry On

**Carry On**

Fluttershy hated to see anything or anypony in pain or discomfort. It would usually just extend to her care of animals, but ever since she'd learned friendship's magic, it had carried over to her friends too. In her eyes, it was something that no living creature should have to suffer through and she would take whatever steps necessary to alleviate it.

Those skills had been put to use a lot right now, with all of the injured coming in after the battle. Thankfully, nopony had suffered anything worse than some minor and major injuries. The changelings weren't looking to kill, as they needed as many ponies as they could to feed from. She wasn't sure if the same could be said for their side, but she liked to think of it that nopony she knew would be capable of... well, she didn't prefer to think about it.

Even if they were enemies, she couldn't help but feel sorry for the changelings too. They might be scary, but all they really wanted was a way to eat, even if it was off them. She almost wished they could learn why exactly they'd been driven to do this, if there was any way they could help them somehow. They couldn't all be scary and mean, not like the Paraserpents. How different from ponies were changelings really...?

But she had to accept the reality of what was happening. Even if they had won a battle against the changelings, things were still heated as far as the fighting went. The changelings still had Canterlot, it didn't look like they were ready to surrender it and it felt like there was a lot more that needed to be done before they could even consider sitting and talking things out. She didn't like it, but that was how things were.

Still, it would be good if they could just sit down and talk. She sighed sadly and her current patient picked up on it.

"Something wrong, little sister?" Dusk asked gently.

"Oh, um..." She tried to smile. "It's nothing, big brother. I'm fine."

He wasn't fooled by it, though he kept his understanding look.

"I know, I don't like this any more than you do," he said. "But you know why we have to do it?"

"I do," she nodded. "I just... I wish we didn't have to."

"None of us do, my dear Fluttershy," Zecora said as she passed. "Glory and honour, war does not provide. Only needless suffering, for both sides. The only true gain is striving to lessen that pain."

Dusk nodded. "Truer words were never spoken, Zecora and I'm content to know that it's you two that are able to do that."

"I am too," the zebra said simply, moving on to treat other injured.

"You... really mean that?" She smiled a little when he nodded. "Thank you, Dusk. I'm glad you're back."

"I'm sorry I ever tried to leave," he murmured, his expression darkening.

"It wasn't your fault, Dusk." She continued to dab his face with care. "None of us blame you for what happened."

"That's not what I'm worried about." He changed the subject. "How am I doing?"

She decided not to push it. "It looks much better. Zecora's remedy will make it so there's no scarring from the burn and, as for everything else, you just need a good rest."

"Yeah, you're not kept down easily, are you?" Ray had come over to join them, his own injuries already treated. "I gotta say, you're tougher than you look."

Dusk laughed. "I'll take that as a compliment."

"Good, it was meant to be." He paused. "At least, I hoped it would be."

Though he didn't appear to be acting any differently, Fluttershy had a small urge to keep her distance a little from him.

Even though she still got that pleasant feeling from seeing him, Fluttershy could also feel a twinge of fear from seeing him now. She could still see clearly that look of rage on his face, snarling like an angry wolf while he beat and pummelled any changeling within reach of his hooves. It may have been to protect her, which she was thankful for but...

She almost forgot about it when he smiled at her. Tried to ignore how sharp those teeth appeared to be when she'd last seen them.

"You feeling okay, Flutters?" he asked.

"Y-yes. Well, better now that the fighting's over," she admitted. "What about you?"

"Better knowing I had such a great nurse," he said honestly. "Thanks for fixing me up."

"N-no problem," she stammered. "It... it was the least I could do, after y-y-you saved me. Thanks..."

"You're welcome. Hey, did you notice something back there?" he said to Dusk, his smile brightened. "You went through that whole fight without that mask on and I didn't see you wearing your glasses."

Dusk's mouth opened, but he didn't say whatever he intended. Instead, he held his hoof in front of his eyes, squinting at it, bring it closer and further away for a few minutes. The corners of his mouth curled into a smile.

"I honestly hadn't noticed," he admitted. "I've spent so long wearing them I... I didn't really think about it."

"Does that mean you can see again?" she asked excitedly.

"A lot better than I could, yes," he affirmed. "It's still a little blurry, but I can at least make out what I'm looking at."

"That's wonderful!" She threw her hooves around him. "I'm so happy for you!"

"Me too," Ray grinned. "Now we know that you're not gonna be feeling blindly around the battlefield because you lost your glasses."

"Pardon my asking, but who was it who had to come and save you?" he countered.

"I'd have found a way out. Somehow."

"Really? How?"

"I told you, somehow. Isn't that enough?"

"Frankly, no."

He shook his head. "You're beating me in battles with words as well as hooves now. What happened to the unicorn I had to beat over the head with a pipe when he was feeling sorry for himself?"

"He decided to start wearing a helmet," replied Dusk. "I'm sure you'll find the opportunity to use it again, once you get it back from Spike."

He shrugged. "I might let him keep it. There are plenty of other things I can use to hit you with instead."

"You can't beat the classics though, but I do think we should drop this topic, considering present company," said Dusk, nodding to Fluttershy.

She only smiled. "It's okay, I know you don't mean anything by it. Just so long as you don't hurt him too badly."

"With the punches I know he can throw now, I'm definitely bearing that in mind," remarked Ray, rubbing his stomach.

"It does seem to have worked anyway," she noted. "Maybe you should try it on me instead."

"Heh, I don't think so..." He rubbed the back of his head. "I could never bring myself to hit you with anything..."

"I hope not," she murmured, remembering that livid look again. "Still, I'm just happy we're all safe."

"Not all of us..." At this, Dusk's face fell and he looked away.

"Oh..." She hugged him again. "I'm... I'm sorry, I didn't... I'm worried about her too."

"We all are," put in Ray, placing a hoof on his shoulder. "We'll get her back, Dusk. If you keep fighting how I saw you doing today, I'd be surprised if we didn't have her back by tomorrow, along with kicking every changeling out of Canterlot and beyond."

"I wouldn't really say that... What about you though?" Dusk asked. "I've been hearing from some of the others here that you really gave the changelings your all and then some."

"I... I guess," he muttered, rubbing the back of his head. "Not like you didn't though, right?"

"A fair point," he said with a reluctant chuckle. "Even so, from what I hear, it was quite a sight to see.

Ray suddenly went uncharacteristically quiet. After a moment of this, he perked up with a smile that didn't quite reach his eyes.

"You could say that," he chuckled, starting off. "Well, I'd better be off. After all that's happened today, I am in deep need of a hot meal and a nice long nap. Maybe a shower too."

"Oh, I'd love one too!" Her face flushed when she realised what she said. "N-n-not with you, I mean! I-I-I mean, i-i-in my o-o-own house, um... with my own shower. N-n-not that I w-w-wouldn't want, um... I mean, I-I-I wouldn't um... oh dear..."

"It's fine, I get it," he said, though he was blushing too. "I think I'd best head before either of us embarrass ourselves further. Not that that ever stops me."

She managed to return his smile before he vanished away. In the split second before he was gone though, she thought he saw that smile fall.

"Well, good to see he's still himself," she laughed nervously. "Right, Dusk? Dusk?"

She saw the look on his face too. The one he usually had when he was deep in thought, staring at the spot where Ray had vanished. Had he noticed something too? He saw that she was looking at him and the look was gone.

"Yes and I wouldn't have him any other way."

"Me neither. A-as my friend, of course," she added quickly.

"Of course. To echo him, I think I need a rest too." He got up from the bed. "I'll be at my house, if you need me."

"Okay," she nodded. "Have a nice sleep, big brother. I'm glad you're back."

He smiled at her. "Me too, Fluttershy. Good luck with the treating here, little sister."

Even as he left, Fluttershy couldn't help but feel they'd both given her the same kind of smile. Not the kind that said they were okay, but the kind where they only wanted to appear that way so as not to worry anypony. On the one hoof, she was happy they were still safe. On the other...

She went to work on another pony, her mind wandering between Ray's animalistic growls and the pain in Dusk's eyes he was trying so hard to hide...

* * *

"Well, they certainly didn't waste any time, huh?" Applejack remarked, walking outside and away from the celebrations. "Even in times like this, Pinkie still knows how ta throw a party."

The Pegasus, who was already outside, shrugged. "I guess..."

It was still night, some parts of the town were still wrecked and there were a few ponies who were getting treated for their injuries. But right now, the ponies of Ponyville needed to wind down and Applejack couldn't really blame them. She had seen though that Rainbow hadn't exactly been joining in on the festivities and had come out to talk to her friend.

Normally, she would respect anypony who wanted to have some time with their thoughts, but this was Rainbow Dash. She'd already been milking in the glory from taking down Hard Edge with Dusk, partnering with the Shadow Spectre and now she was out here, actually away from the spotlight. That alone was cause for concern.

"What's wrigglin' 'round in yer wings then?" she asked.

"I just don't think we should be throwing a party when there's still the main event." She looked over at Canterlot. "They're down, but they're not out. They can still make a comeback."

She nodded. "Ah can see where yer comin' from, Rainbow, but ah reckon we should let 'em have this one." She looked back to the celebrations. "These ponies see enough-a what we have ta deal with as it is, first time they've ever gotten involved in it, ah reckon."

Rainbow considered briefly. "I guess you're right. We gotta do something to keep everypony going, when you put it like that, but I'll be happier once these guys are gone for good. Then I'll put on my party hat."

"Better make sure Pinkie Pie don't hear ya say that," she chuckled. "She'll be over here an' havin' ya Pinkie Promise on it before ya know it."

"Don't say that," she hissed. "Otherwise it might really happen."

"Oh come on, she's busy enjoyin' herself," she dismissed. "There's no way she can hear us gabbin' over here with all that goin' on."

"Never underestimate Pinkie Pie," she said wisely. "That's a mistake I've made too many times."

"An' how." She looked out at Canterlot. "Ya think they'll make another stained glass window-a us after this?"

Rainbow smirked. "Getting a little ahead of yourself there, aren't you?"

She raised an eyebrow. "Are you, of all ponies, tellin' me about gettin' ahead-a maself?"

"Yeah, but I'm awesome, I'm allowed to," she countered. "Why, do you want another glass window? You starting to like the spotlight of being a hero, AJ?"

"Ya mean like you did?" She laughed again. "Ah'd jus' be fine with a hoofshake an' a well done, ta be honest," she shrugged. "Ah don't need much more praise'n that."

"Good thing too, otherwise we'd have to track the length of Equestria to bring you back from starting work in a... I dunno, banana orchard or something."

Applejack laughed. "Gotta admit, that does sound temptin'. Never worked with bananas before, but ah think ah'll stick ta apples."

"You'd better," she chuckled. "But I sorta stand by what I said. We still got a way to go before we think about stained glass windows or getting our hooves shaken."

"Never thought ah'd see the day when you were bein' cautious," she said. "Way ah see it, buckin' the firs' tree in the orchard is jus' the firs' step-a buckin' 'em all."

"Yeah, but it helps when you've got more ponies doing the bucking," she replied. "We did fine here, but we didn't even face the full changeling army. We're going to need a lot more ponies if we're gonna take 'em on."

"Ah see what you mean," she nodded. "Well, now word's gotten ta Hoofdale, ah'm sure they'd be wantin' ta send a few volunteers our way, 'specially since we jus' won."

"That's a good start, but it'd be good if we got some more backup too." She frowned. "It's kinda hard to think of where though."

"Well, there's Appleloosa," she proposed. "Them settlers are tough, hardened folk and the buffalo even more so. Be nice ta have Lil' Strongheart with us again too."

"Yeah, she is pretty cool," agreed Rainbow. "But Appleloosa is also a day's travel from here in the middle of nowhere. It would take too long for somepony to get there with a message and then to get back."

"We could get some more air support from Cloudsdale." She nudged her. "Bet ya'd love ta be with the Wonderbolts in a fight like that."

"Oh, man that would be so awesome!" she cried. "With all the moves and formations they know, they'd fly circles around those bugs!"

"There ya go!" she grinned. "So, why don't ya zoom on up an' give 'em a holler?"

"But that's the thing. Next to us, they're closest to Canterlot." She looked up at the sky. "I think they should know about this by now, considering both us and Canterlot have been attacked and they're practically right on the doorstep. Maybe send some kind of official.

"And ya haven't tried jus' flyin' up an' checkin' it out?"

"I figure that if they do wanna help, they'll let us know. Besides," she added, "Cloudsdale can handle itself if the worst comes to worst. They can handle themselves if anything happens."

"What an' we can't?"

"Not without your friendly neighbourhood Rainbow Dash." She smirked brightly. "I wouldn't leave my friends in a bind."

"Ah know that well enough," she said honestly. "We'll get back at the changelings soon enough."

"I wish I knew just how soon." She fidgeted irritably. "We need to hit 'em soon, while they're still recovering from this fight."

"We all need some time ta recover," she noted. "Fer now, ah'd say we're managing that jus' fine."

Rainbow glanced back at the party fondly. "Yeah, can't argue with that."

"But hey, it ain't jus' the number-a ponies but the ponies ya already have. Don't ferget, we got Ray on our side," remarked Applejack. "If he keeps up what he was doin' before, ah'd be surprised the changelings don't surrender the moment we're in Canterlot."

"Yeah, remind me never to get on his bad side." She looked around. "Where is he, anyway? I thought he'd be in on all of this."

"Last ah heard, he was gettin' himself a rest at home, along with Dusk," she told her. "Personally, ah'd say they've both earned it."

"Yeah, they're gonna need what rest they can get. We all do." Her smile grew. "Good thing he came back when he did, huh?"

"Ya can say that again," she agreed. "Say what ya like about the feller, he always comes back in the end. Even if ah still haven't completely ruled out ma plan-a hogtyin' him ta keep him from leavin'."

"Hey, that's your business," she laughed. "Though if you need help holding him down, don't hesitate to ask."

"Thank ya kindly."

"Rainbow Daaaaaaaaaash!" a perky voice sang. "What was that you were saying about you putting on a party hat?"

Applejack sniggered while Rainbow frowned and prepared herself when the pink pony came bouncing over. Honestly, the farm pony was surprised she didn't hear them earlier.

* * *

Dusk awoke from his sleep at home to see the sun just starting to break over the horizon, a red glow burning with its arrival. He recalled reading somewhere in folklore about what this signified and soon began to wish he hadn't. Instead, he focused on the sensation of still feeling drained, despite his rest and treatment.

He lay silently in his bed for a long while after he woke, something he very rarely did. He would normally be up and raring to go, ready to do what he always enjoyed doing every day. He could almost believe the events of last night had all just been some terrible dream. But he couldn't. He couldn't ignore the fact of one, vital thing that he was missing now, that made the hole in his heart seem so much bigger.

He could almost feel her next to him, whispering softly in his ear and playing with the hair on his chest. Then he would look, thought he saw a flash of green, the glint of white fangs...

Suddenly, he wasn't as keen to just lie here in bed anymore. He got up and went into the bathroom, splashing his face with some cold water to wake himself up. He stared at himself in the mirror for a long while. His fur was ragged, his eyes looked tired and baggy, his demeanour hunched. It looked what little rest he did get hadn't exactly helped him. How could he rest with all that had happened recently plaguing his mind.

It wasn't just the violence that disturbed him. It was how willing he had been to participate in it. It hadn't been long before he had been able to almost completely ignore the feeling of revulsion he had whenever he hurt another living thing. In that battle, the way he had just settled into it, how willing he was to throw the next punch, cast the next spell. And this time, there was no Doom to blame it on.

He looked around his house, now not even comfortable here. Maybe it was being without Twilight or just that he couldn't stand the silence that even Ophelia couldn't break. She was asleep now anyway, so she wouldn't be much in the way of company. He needed somepony to actually talk to and it didn't take him long to decide who.

Again, maybe it was his the recent loss of the pony she'd helped him win the heart of, but he soon found himself knocking on the door of Carousel Boutique. He could barely even remember his walk across town to get here, but he put on a smile when the debutante came to greet him at the door and welcome him inside.

"I'm sorry if I'm disturbing you," he said, while she led him upstairs.

"Don't be silly, Dusk," she insisted. "I've already had my rest and have been spending my time looking to fix your fabulous costume. I'm serious, it truly is a masterpiece, perfectly form fitting and suitably stylish. Where ever did you get it?"

He smiled. "Let's just say I have friends in high places."

"Alright then, keep your secrets. Regardless, I did the best that I could with your costume." She held it up, showing all the holes completely stitched over. "I managed to repair the superficial damage, but I couldn't restore whatever enchantments have been placed on it. It's magic far beyond what I can do."

"You've done a great job, Rarity," he said. "I've managed just fine without the Spectre in the past, I think I can do without him this time. Besides it um... it gets kind of tight to wear after a while."

"I imagine it would." She giggled from how deeply he blushed. "Oh, darling, you and Spike are both quite becoming in that shade of red."

"I imagine he would," he echoed, chuckling at the result. "May I say that the same sentiments can be extended to you?"

"Oh, hush you," she giggled. "On the subject of looks though, may I say that it is quite a remarkable sight to see you without your glasses?"

"Thank you." He reached for them out of habit. "I have to admit, it does feel rather strange not wearing them anymore. I'd gotten rather used to them."

"I understand, but considering what we're going to be doing, it's good you know longer have something that could be easily knocked away to render you sightless," she reasoned.

"I suppose you have a point," he agreed. "Still, I don't think I should give them up. I may still need them if I have trouble reading or something along those lines. My eye sight still isn't completely perfect."

"Perhaps you don't need to wear them all the time then," she suggested. "Perhaps you could wear them when you're having a little brainstorm and you feel the need to make yourself look more intelligent. Or like me, only wearing them for work."

"I'll bear that in mind," he chuckled. "I've learned never to question your opinion when it comes to appearance."

"A lesson well learned." She smiled at him. "I think I speak for all of us when I say that you came in right when we needed you."

"I just hope that I can pull it off again..." He didn't need to explain who he was talking about.

"I know you can save her. You should have seen Ray when the changelings were threatening Fluttershy..." She trailed off a moment. "I don't think I've ever seen him so enraged."

Dusk could hear the concern in her voice and he felt some too. He'd tried to hide it, but he'd seen before he left a look in his eye. It had been very brief, but it was there and it had felt all too familiar when he had seen it...

But he didn't bring it up. Instead, he nodded. "I hear that it was... something."

"Indeed it was," she replied absently. She snapped back a moment later. "But my point is that if he can find the strength to protect the one he cares for, I'm certain that you can."

"Maybe... if I could bring myself to stand with her again," he murmured.

"Oh, Dusk..." She guided him to her couch and set him down. "Tell me what the matter is, darling."

Normally, he would have tried to say no, shrug it off and tell her not to worry. But he'd also learned he couldn't dissuade his friends if they thought there was something wrong. He was quiet for a while, thinking of how exactly to say it. He told her about what he had been thinking about when he'd woken up a few minutes ago in his home. What he feared he would become if he went on.

Rarity listened in silence until he was finished. He gave her a little time to think about the appropriate response, a part of him hoping that she would prove him wrong.

"Dusk," she began gently, "the thoughts that drove you during the battle don't have to mean anything."

"I'm sorry to disagree, but I think they do," he muttered. "Before any fight in the past, the one thing I acknowledged was how much I hated having to do it. This time... I barely gave it a second thought. I just went and did it..."

"But you had other things on your mind and there were other things to focus on," she said. "Just because you didn't question what you were doing doesn't mean your personal views are changing at all."

"But that's it, that's what concerns me." He cast his eyes to the floor. "Maybe the reason I didn't question it is because... I'm beginning to enjoy it. It might be that I've never even noticed the change, until now because I got so caught up in it. Maybe... there is still darkness inside me."

"No, I'll not have you thinking that." Her eyes locked on his. "You are not like that, I know you're not."

"Why though?" he asked, almost desperately. "What makes me different from Hard Edge or... or Doom?"

She thought for a moment. "I'll tell you. Why would you say they fight, Dusk? What do you think drives those individuals to seek battle?"

"Um... with Edge, some need for personal glory, to satisfy his vendetta against me. For Doom..." Even saying his name still made him shiver. "Because he likes it... and he is me."

"He isn't you, not in any complete sense," she insisted.

"Why do you keep saying that?"

"You tell me," she posed. "Why are the reasons you fight, Dusk? When you are called to take arms, what stops you from turning and running?"

"I suppose... my duty as an Element of Harmony, because I want to protect you all, the land I live in, my home, my friends and, recently..." He faltered when he thought of her. "To... to rescue Twilight."

"And that's exactly why." She gazed deeper into his eyes, never looking away. "The reason you're like this now is not because you're enjoying violence, far from it. It's because you believe that the causes and the reasons you fight for are good and just. You know what you have to do and you won't hesitate to do it, so long as you battle for those reasons you told me, that's what drives you on now. It's not a will to fight. It's a will to protect."

"You... you think so?"

"More than that," she went on. "You've never sought battle, Dusk. You've only ever confronted it when it's confronted you. Like you have before, like you have now and like I know you'll continue to do. I've heard it said that the best soldiers are those who never enjoy violence. I can think of no better personification of that than with you."

He felt the sensation of some of that weight being lifted off his mind. There were times when Dusk would wonder if he would be where he was today without these ponies in his life. He might still be living on, but without them in his life. He would probably still be leaving but without them... what kind of an existence would that be?

In the end, he didn't think about that. Instead, he just smiled at Rarity and embraced her gently. He could feel the warmth of that embrace, for it was the same he could see in her smile.

"If that's the case," he murmured, "I hope I can continue to be the best I can."

"I know you will." She pulled back. "Don't doubt yourself, Dusk. I can tell you right now that none of us do and certainly Twilight doesn't."

He laughed a little. "Is that so?"

"It is so," she nodded. "I'm sure she's just waiting for you to come and rescue her. And, as always, I will be there providing a little helping hoof."

"I wouldn't want to ask any more of you." He glanced out of the window. "It's strange. When you think about it, maybe the changelings are fighting for almost the same reasons."

"You might not be far from the truth there," she agreed. "If it makes you feel any better, I too have my hopes that this ghastly affair won't go on for much longer." She looked at her scarf. "It pains me to use something as fabulous as fashion to harm others."

"It certainly doesn't do it any justice," he said. "But you're still willing to go on? Even at the possible cost of fashion?"

She tittered. "I would say that my friends mean more to me than a scarf at this present moment."

"Good to know. Right then," he said, pulling out his glasses and placing them on, "let's get to work."

* * *

Never forget to wear your spectacles of awesome when needed. Now that that's settled, let's see how things are on the other side of the lines.


	17. Same Game, New Players

**Same Game, New Players**

The blows that he had taken, the punches and kicks he'd received, the insults he'd endured. The anger, the frustration he felt. Not just for the shrimp, but for that cocky flyer too. The things that he had in mind for them were nowhere near what he felt they truly deserved. He didn't know, nor did he care which of them was made to pay first, but he would be sure they got it.

He shifted his leg a little, wishing he could just punch something, only to have it tugged back by Test Tube. The doctor only glanced up, muttered something under his breath and went back to making his repairs. Edge gave pretty much the same response. Since they had taken a while to fit to him and that Chrysalis needed to see him, they decided it wasn't worth the time to remove them, so they kept them on for repairs.

This meant that Edge had to stay still while Tube did his work. Something that, in his current mood, he wasn't really inclined to do.

Test Tube had set up a small workshop in the bowls of Canterlot. There were a few pieces of equipment already set up and some blackboards covered with equations and notes Edge could hardly begin to decipher. Not that he cared what they meant anyway. Just so long as the doctor could fix his new weapons

"Minor burnouts, easily replaced components," he muttered to himself. "Not bad for a first field test... wonder if I could increase lethality for energy output, might be a risk to the user... would be interesting to see the results..."

"What was that?" Edge asked loudly.

"Hm? Oh, nothing you need concern yourself with," he replied. "So, you say it was a lightning bolt that caused this?"

"Pretty much," he shrugged. "I got zapped, these things started smoking, useless."

"Well, I didn't design them for excessive electrical overload," he countered. "They must have taken in most of the energy from the bolt. Less went into you, but it damaged them a lot more than if it just coursed through your body. Repairs would have been a lot simpler, if that were the case."

"Sorry about that," he remarked, rolling his eyes.

"Can't be helped... not this time anyway." Apparently, Tube was a stranger to sarcasm. "Aside from that, my weapons seemed to have performed efficiently. Something I might not be inclined to add concerning their tester," he added in a low voice.

Edge growled. "What's that supposed to mean?"

"Hm? Oh, yes," he said, like he just remembered he was there. "Well, unless the reports I've been hearing are... misinterpreted, the campaign in Ponyville was a failure."

"The fight was lost, but the war's just getting started." He gritted his teeth. "I swear, those freaks are gonna pay!"

Test Tube just frowned. "While your determination is admirable, I admit I have some reservations concerning your... temperament?"

He turned slowly. "Is that so?"

"I'm afraid so," he shrugged. "I have long thought that, along with morality, emotions have a tendency to... hold us back... or push us too far. Would you say that's an accurate assessment?"

"I-"

"Never mind, doesn't really matter what you think anyway," he cut off. "I can already see some frustration starting to take hold. Feelings of inadequacy, perhaps? A need to prove yourself?"

"I don't need to prove myself to you!" he roared.

"Who said that I was involved?" Those cold eyes appeared to be dissecting him. "Either way, I'm certain that some error on your part resulted in the battle becoming a failed experiment."

Edge could feel his temper rising. "Really?

"Hm, no question," he said, almost absently, walking away. "An error in judgement maybe, use of the wrong tactics, any number of variables. Maybe it was something else. Perhaps your personal vendetta on Dusk has narrowed your mind. Or perhaps that's not enough to drive you. Is there still something holding you back, I wonder?"

"Oh, I'll show you holding back!" He strode towards him, one thought on his mind.

The doctor didn't appear to hear him and carried on. "Yes, some small connection to home, ones I long since severed. What is it? Friends, family? Of course, I can only speculate until I have more conclusive data on-"

"Conclude this!" He pressed his leg against his throat and pinned him against the wall. "How about this?! This look like I'm holding back to you?!"

"Ack... evidently not..." He tried to push him off, but Edge was too strong.

"You feeling so sure now?!" he went on. "You still think that Ponyville was anything to do with me?!"

"Perhaps... a re-evaluation... is in order? I'm sure... it was a... statistical anomaly," he choked through his hold.

"You're damn right it is!" he cried. "And I'm gonna make sure that it doesn't happen again!"

"Excellent..." He hacked from lack of air. "Now... may I have use... of my respiratory system?"

Edge let him go. "Gotta pick your words more carefully, doc. They could get you into trouble."

"Indeed..." he wheezed, taking in deep breaths. "Though may I say, commander... that your actions could leave you in the same predicament?"

"Then I'm just gonna make sure that I won't be," he retorted.

The corners of the doctor's mouth raised a little. "I look forward to seeing that in practice."

Before Edge could respond to that, the door opened and one of the guards stepped inside. He glanced back and forth between Edge and Tube.

"Is there a problem here?" he asked. "I heard a commotion."

"No... I think we're fine now," Edge replied slowly, exchanging a look with Tube.

The bug nodded sharply. "Have you completed your repairs?"

"Yes, yes, they should be functioning perfectly now," he replied. "Provided that they are treated more carefully, they should stay that way."

"Good, now come," he ordered. "Queen Chrysalis doesn't like to be kept waiting."

"Yeah, whatever. And don't hang around my shoulder like that," he added, when the bug tried to move alongside him. "I know where I'm going."

The changeling stopped following him, but he didn't look back to see if he'd halted in the middle of the room or taken his post back outside. He was in bad enough of a temper as it was, now it was about to be made worse with him being yelled at for what he did wrong, while he just had to stand there and take it. Looks like there were some things he couldn't get away from.

He snarled, firing a random shot at a suit of armour to vent his rage in the hall, causing it to crumble. Damn Tube, just who did that creep think he was? He wouldn't even have been able to make it this far without the things Edge had been willing to do for him. Who was he to tell him he wasn't giving this his all? He always gave it his all!

But then he remembered that moment. Back in the town, when he'd paused at the sound of the Pegasus mare begging him to stop. Tube's words saying that there was something holding him back echoed in his head all the more loudly. Was he really going soft? Would it happen again? Had he even been doing the right thing all of this time?

He pushed those thoughts aside when he shoved open the doors to the throne room. He kept up his stride, a few changelings on guard around the room watching his progress. Chrysalis was talking to another changeling knelt in front of her. Holding back an urge to yell at him, Edge hung back and waited until they were done.

He noted that Parlix wasn't at the queen's side, like he usually was. Probably in some library somewhere, the bug seemed like the type who'd enjoy that type of thing.

"I tried my best, my queen," the changeling before her was saying. "I almost had him, but there were... complications. He fought back, they found me out. I expect punishment, though the shame I feel for disappointing you is enough."

"Don't fret yourself, Venom," she soothed. "I'm sure you performed admirably and I can tell you've been feeding well. Would you be willing to agree?"

"Indeed, highness," he replied. "His love for her is strong indeed."

"I knew it would be," she chuckled. "And would you say that learned a lot with Dusk? What kind of pony he's like?"

He looked a little confused. "I would say so, highness. May I be so bold to ask why?"

She smirked. "You may. I have a new assignment for you, if you are willing to make up for your mistake."

"I would want nothing more, highness," he said eagerly.

She smiled wider and beckoned him closer, her voice dropping to a level that Edge couldn't hear. He tried to move in closer, but he still couldn't make out much and she was already finished by the time he was closer. Venom now had a look of malevolent cunning that matched hers.

"Do you think you could do that?" she asked, though it looked like she knew the answer.

"Willingly and readily, my queen," he affirmed.

"I admire your loyalty and conviction. Now, you go and get yourself ready, make sure you're in character."

"As you would have of me, so it shall be done," he said reverently, bowing low and quickly setting off.

"Yes, loyalty is an excellent attribute to have in one's subjects." She turned her head slowly to face him. "I wonder if I might be able to say the same for you, my dear Hard Edge."

"Your highness," he began, bowing, "I can explain what happened-"

"What is there to explain?" she cut off. "Your attack on Ponyville failed, my changelings were harmed and you were defeated. Unless you think there's something else to add?"

"I... I guess not," he growled.

She chuckled in her throat. "No need to worry yourself, my little pony. This is only a minor setback, one that can be easily made up for, if you're willing to."

"Just tell me what I gotta do," he said, taking this chance while he could.

"I'm happy to hear it." She leaned forward. "Now, to launch a successful retaliation, I would say that we need two fronts of attack. One from here and the other from our other area of interest, should a slight issue we're having with the latter be resolved."

"Issue? What issue?"

"That's where you come in," she continued. "In order to make up for your setback, I'm sending you to provide a little assistance for Commander Sting."

He frowned. "Sting?"

"Yes, I do hope you haven't forgotten him so soon," she joked. "He might not be too happy about it, but I'm sure he'll be grateful for some assistance in his own campaign."

His insides went cold. "B-but isn't that in...?" He found himself unable to finish the sentence.

"Yes, it is," she said. "Apparently, the Pegasi of Cloudsdale are putting up more of a fight than we thought. As somepony with firsthoof knowledge, I'd say you are perfectly suited to lend him a little help. Unless you don't think you're up to it?"

"No!" he yelled, a little too quickly. "I swear, I can handle it!"

"Good." She leaned back in the throne. "Select a few of my soldiers to go with you and leave as soon as you can. I know you won't disappoint me this time, Hard Edge. Prove to me that I'm not wrong."

"I will," he murmured, bowing and departing quickly.

He tried to keep his confident stride, focus on what was in front of him rather than what Tube had said before and the Pegasus's cries. They echoed in his mind much more loudly than before and with Chrysalis added to the mix, he just couldn't drown it out.

He had to prove himself... but it suddenly didn't seem as easy anymore.

* * *

"Where are you taking me?" Twilight asked her changeling guards. "I haven't done anything wrong, why are you moving me?"

"Quiet, pony!" hissed one of them. "You'll see, now shut up!"

"Well, you don't have to push me so much!" she snapped. "Don't you have any kind of convention on the treatment of prisoners?"

"You're lucky that you were taken prisoner," the other growled. "Believe me, what you're getting is luxury compared to what we do."

"Look, I just want to-"

"I'm going to tell you only once more to be quiet," repeated the first one. "If you do not, we shall ask our queen if we're allowed to have a little feeding. Maybe that would keep you quiet."

"Besides," sneered the second, "we wouldn't want to ruin the surprise for you. We know you'll like it once we get there."

At this, Twilight complied. They seemed to be a lot more on edge and were treating her more roughly than before. She didn't know if something else had happened or if it was something she did, so it was probably best not to aggravate them further. In their eyes, she probably didn't extend much further other than being food and with a whole city of ponies, they had plenty of that.

They had come for her a few minutes ago, almost kicking open the door to her cell. They'd shoved her up off the floor and practically dragging her out, saying only that Chrysalis had ordered them to transfer her to a different cell. Somewhere, they said, she might be a little happier with. She didn't like the tone in which he said it and instinctively tried to resist. She wasn't the only one.

She rarely saw her brother angry, but the state he was in when they tried to take her made her think he'd be able to bend the bars to escape and still have enough strength to knock her captors out. But even he had doubled over when one of them had punched him through the bars and threatened more, if Twilight didn't accompany them. Not wanting to see her brother hurt, she conceded, though he hadn't kept quiet.

Even now, she was dreading what they were going to do to her. They were still in the dungeon and her magic was still being suppressed, so she couldn't get away. Had they decided that she was no longer useful as a prisoner and start feeding on her? But then why would they threaten her with that if they were going to do it anyway? Maybe it was to scare her, so she wouldn't resist until they had her where they wanted her.

Her mind must be going through a dozen possibilities, but she couldn't begin to narrow down any of them. All that she could do was wait. If it was something bad, maybe she could have a chance to escape. Her magic might be suppressed, but she could still throw a punch, get them off-guard. All she'd need to do is get outside and her magic would start to come back, hopefully before she got caught again.

For now, she decided just to let them take her. See what would happen before she decided to do anything.

They soon stopped outside another cell. She could make out somepony else inside, but it was too dark to see clearly. Whoever it was raised their head at the noise and looked in her direction, starting to get up. She remembered what the changeling said, that she would happier when she got here. A horrible thought suddenly entered her head and she hoped that she was wrong.

"Here are then," one of them said, opening the door. "See, we're not all that bad. I think you'll find this a lot better than your previous cell."

The other shoved her inside. "Hope you have fun with your new cellmate."

They laughed as they swaggered off, Twilight noting the hooves that came to steady her when she stumbled in. Her heart both plummeted and soared at the same time. There was only one pony she knew who would treat her with such care. Her eyes were starting to adjust, but she knew who it was even before she saw his face.

Her voice was barely a whisper. "Dusk...?"

She could just make out his warm smile. "Who else would it be, Miss Sparkle?"

"Oh, Dusk!" She threw her hooves around him, almost knocking him off balance. "I was starting to think I'd never see you again."

"I was the same," he confessed, holding her close. "I just wish we were reuniting under different circumstances."

"What's happened?" she asked him urgently. "I thought you and the others all escaped back to Ponyville. Did the changelings come after you like we thought they would?"

He nodded. "Yes, they did. It goes without saying, but I wish this was one of the times we weren't right."

"I can imagine." She paused, dreading asking the next question that she could almost guess the answer of. "What happened then? Is everypony else okay?"

"For the most part. We took volunteers to hold back the changelings, the others evacuated to Hoofdale. We did the best we could but..." He hung his head. "There were too many of them, Twilight. We tried, but even I have to say... we barely stood a chance."

She could actually feel her hopes plummet the moment he spoke those words. Ponyville, the town that had stood up against countless attacks, that she had called her home for the past two years, had fallen to the changelings just as her former home had.

Even though she could figure out the answer, she asked regardless. "What about the others? Did they manage to escape?"

"I'm afraid not," he said regretfully. "Everypony who stayed to fight has been captured, our friends included. They're probably going to use them for food."

"Cadence too?"

"Yes. I'm sorry..."

"Well... maybe they'll find some way to escape."

"We can only hope for that much."

"But what about you? Why did they bring you back here?"

He sighed. "I suppose that, since they had you prisoner, this is supposed to be some sort of twisted game they're playing. Once you saw me and I told you all of this, maybe they thought you'd start to lose hope."

"Well, they definitely made their mistake there." She snuggled up closer, resting her head on his shoulder. "Now that I'm back with you, I'm just going to keep my faith."

"Definitely a big mistake on their part," he agreed, kissing her forehead. "I'm happy to hear you say that, Miss Sparkle."

"I'm happy you're here to hear it," she returned. "You think it's going to be okay?"

"Twilight, my love," he whispered, raising her head so she gazed into his shining, emerald green eyes, "I can promise you that it will be."

Yes, she thought, already losing herself in those emerald depths and starting to forget all the fears that were plaguing her mind, just focusing everything on him. They were together again. Everything was going to be just fine...

* * *

Well, the changelings wouldn't be good with stand-up, because they would have no original ideas. Next time, the planning will begin!


	18. The Enemy of my Enemy

**The Enemy Of My Enemy**

This was a scene like so many he'd read about in stories of a more medieval nature.

The aftermath of a battle with the enemy, in which the hero and those loyal to them look like they might fail. At the last moment, when all hope was lost, something had allowed them to drive back their foe and they had won their battle. Then, they would gather together in counsel to discuss and plan the next one, that would either win them the day or be their last stand.

At first, Dusk would be inclined to say that his own group of loyal friends weren't exactly the fierce warriors depicted in such literature. But then again, he didn't exactly look like the type to be leading such warriors and they'd never let him down before. Only in the stories, they always won. Here though, he couldn't be sure...

However, he brought his mind out of such ponderings and focused it on his own scene. He looked around the room at his fellow Elements of Harmony, Ray, Spike and Princess Cadence in the mayor's office. Since she was currently out of town, Dusk hoped that she wouldn't mind the use of the place. They stood in a circle, a space cleared in the centre, where Dusk used his magic to construct a layout of the coming battle.

He never thought he'd be surveying something like this. Then again, he never thought he'd have real friends either. Strange how life worked out, sometimes.

"Right, before we begin, I feel it best to clarify some things first," he started. "Fluttershy, how have treatments been going for anypony that was injured?"

"Just about everypony who stayed is already back on their hooves," she reported. "Some need a little more rest and treatment, but they should be fine. Zecora's tending to them now."

"Good to hear. Applejack, what about the volunteers from Hoofdale?"

"We got a good few of 'em, but not as many as ah'd like," she said regretfully. "Most of 'em ain't too keen ta get themselves involved in this. Ah can't really blame 'em, but it woulda been nice ta have a few extra hooves."

He nodded. "We'll just have to make do with what we have. Rainbow, still no word from Cloudsdale?"

"Nothing," she said, shaking her head. "I sent out a few Pegasi to check it out, like you said. They'll be back with news soon enough."

"Excellent." He noted a small hint of a worried expression. "I'm sure they'll be fine."

"Yeah, of course," she scoffed confidently. "You don't keep a Pegasus knocked down that easily."

"You always show that much," he smiled. "Very well then, now that that's done, if I could draw your attention to the centre of the room."

They did so, just as he was putting the finishing touches on his map. It was amazing how many advantages his special magic gave him.

"So," he continued, "I'm sure you are all aware of the current situation, but let's just recap anyway. We are here, secured in Ponyville, while the changelings have themselves fully established in Canterlot." He brought up the locations on his sparkling map. "It's clear they've outstayed their welcome and the time has come to let them know of this personally."

"Just show me where to hit 'em," Rainbow said, slamming a hoof into the other. "Just so the message is made clear."

"They do have a lot to answer for," agreed Ray. "But I'm guessing it's not going to be as easy as knocking on the door and asking them politely to leave."

"You guess correctly." He highlighted the royal city. "The city is built high up in the mountains on the steepest slope, making approach from any ground-based armies next to impossible, apart from through the mountains on the train tracks, which can be fortified. The city itself is built in such a way that any army attacking from the air will have to contend with the defenders on the ramparts and up in the towers. If they manage to get into the street, they'll have to fight their way upwards to the tower and the narrow streets don't allow much for large groups to rally together."

"Sounds like a lot of sweaty work for any attacking army then," remarked Rarity. "And we're not exactly trained soldiers to begin with."

"My thoughts exactly, which is why the attack would have to be on two fronts." He created small ponies from the town to move as he spoke. "If we were to attack Canterlot, it would have to be through the mountains, using the trains as transport. Even if the changelings have set up barricades, they should still be effective as battering rams. Once in the station, we would have to fight our way to the tower through the streets, hopefully freeing some of the city and royal guard along the way.

"Meanwhile, my hope when we get in touch with Cloudsdale concerns the other front of attack. They would be able to launch their assault from the air, giving the changelings two fields to fight on. With both groups on the attack, we should be able to gain enough ground to fight our way to the wedding hall, free the princesses, use them to open Canterlot Tower and use the Elements of Harmony to deliver the final blow."

"That sounds like a good plan to me," noted Cadence. "I notice you still seem rather unsure about it."

"Is it that obvious?" he asked with a slight laugh. "Even with that, there's still aspects I'm not happy about. The changelings are a properly trained army, there's a lot more of them and they have themselves established in a fortified position, not to mention Chrysalis herself. Coming at them with just a direct frontal assault has too many things that could go wrong."

Ray shrugged. "Well, I don't see what else we can do. We have them on the run from the fight here, we've shown them we can beat them. We have to take the opportunity now while we have the chance."

"I know we do." He sighed. "I just wish there was another way we could go about it."

The stallion chuckled. "Just too bad you don't have a lot of ponies like me. We could all teleport in and out before they'd even have time to make a surprised yelp."

Dusk echoed him. "That would be a blessing. It's just unfortunate that we don't."

"Yes, we do," Pinkie piped up. "There's a way we could have a group of ponies seem like a whole bunch of Rays."

A moment of silence passed before he spoke up again. "And how exactly would we go about this?"

"Simple." She popped on an army helmet and marched over next to him. "Tell me, Dusk, what is the best kind of party?"

"Um... a fun one?"

"Okay, what's the other kind of best party?"

"Uh... one with your friends?"

"Apart from those two, what is the best kind of party?"

"Pinkie, I really don't know. Not to sound rude but, if you have a point, please make it."

"Okey-dokey-lokey. Obviously, the best kind of party is a surprise party, so that's just what we'll do." She pointed at the mountain. "Cadence said that she was being kept in those caves by Chrysalis before all this happened and, if those caves go through this whole mountain, we can use them slip on through and give her a big surprise when we come out!"

Cadence smiled brightly. "You know, that's a good idea. She might have a few guards posted at the entrance, but they'd be too deep to guard the whole thing."

"I had considered that," admitted Dusk. "The only issue I have is that we really don't know these caves too well. I've been in them, Cadence has, but we have no idea how many tunnels there are or how deep they go. Without knowing where we're going, we'd only end up getting lost."

"Oh yeah." Pinkie's face fell. "It's not going to be a good party if we can't even get there to throw it."

"Don't worry, Pinkie," Applejack encouraged. "It was a good idea, we jus' need ta come up with a better one."

"Hold on a sec." Spike's brow furrowed. "Have other ponies used them before?"

"They were mined by greedy unicorns in Equestria's early days until they truly appreciated the real value of friendship," he explained. "After that, they were closed down and most even forgot they were there."

"Well, they had to have kept some kind of record at some point," he went on. "If they were being used, they had to have maps made so that they wouldn't get lost while they were down there. There might be something in a historical record about Canterlot or something. If it's in the library, we might be able to find it."

"Good thinking, my Spikey wikey!" The dragon blushed and mumbled after Rarity nuzzled his cheek.

Now it was Dusk's turn to smile. "You know, that's not such a far-fetched idea. It might take a while to find the specific book, if it even exists."

"Good thing you'll have me helping you then," he encouraged. "There's not a book that's escaped the keen eyes of these assistants."

"If he's not having his nap," remarked Dusk.

"Coming from the guy who had to wear glasses?" he countered.

"Touché."

Cadence giggled and stepped forward. "I know I probably don't have the experience you two have, but I'd be happy to lend a hoof if I can."

"And we'd be happy to have you," said Dusk. "Does anypony else have any other ideas?" Nopony spoke up. "Right, the three of us will get on with that. Rainbow, you wait for those flyers you sent to get back with news. Fluttershy, help Zecora with any other patients that need it. The rest of you, see to the volunteers. Have them ready to move out at a moment's notice, keep them informed of what we have planned so far."

They all nodded and proceeded about their duties without any hesitation or questioning. To Dusk, that spoke volumes of how much they trusted his judgement and he used it as further motivation not to let them down. This wasn't the time to have their spirits dampened.

All around town, he could see a variety of activities that the townsfolk partook in. A few celebrations were still going on, Octavia, Frequency and Vinyl were providing music to lift everypony's spirits, but most seemed to recognise that the rest would soon be over and were preparing for the next conflict. Some were training in small groups, others were resting or comforting loved ones and friends whom they fighting with, lending them their strength.

Now and again, he might hear somepony crying, like a mare he saw on a couch in the embrace of her stallion or another who just stood in complete silence, staring off into nothingness. Dusk could see the growing fear in his eyes as he passed. Was it of the changelings or something he dreaded might happen? The two different sides of war. It could bring ponies together... but it could also drive them apart and not just from each other...

Most ponies greeted him as he passed, ranging from a simple nod to a whooping cheer to an icy glare. Cadence and Spike were also offered similar reactions to similar greetings, though probably a lot less of the worse ones. Dusk reacted accordingly when he felt he needed to as well, understanding the feelings they would have towards him, even the negative ones. Along with the others, he had to keep strong in order to keep them fighting. Once the leader started to fall, his soldiers wouldn't be too far behind.

He felt a sense of comfort when the library came into view. Even if it was for the business of war, he could return to being the scholar he preferred to think of himself as, even if it was just for a few minutes.

"So, this is it then," said Cadence when she stepped inside. "This is where the magic all began."

Dusk looked at her curiously. "Excuse me?"

"You and Twilight." She gestured around the room. "This is where your friendship first started to blossom into something wonderful and still goes on to this day."

"As I'm reminded of every day they're in here," remarked Spike.

She giggled, placing a leg around him. "You sound grumpy, Spike, but even you can't deny that this place does have a certain special feel to it."

"I guess." He followed her gaze around. "This has been our home for a while. Lot of good memories here, even if there has been a lot more mushy stuff lately."

"Exactly. You might want to groan at some of the more mushy stuff, but I'm sure that you wouldn't want to be without any of it. Am I right, Dusk?" she asked.

He nodded absently. "No... not any of it."

"Yeah, I wouldn't either." Spike gave an understanding smile. "So, where should we start looking?"

"Well," he said, trying to keep his composure, "I would start looking through historical records, preferably anything directed to Canterlot. You two look through the ones down here, I'll check upstairs."

"Will you be okay with that?" asked Cadence.

"Yes, there's more books down here than... up there and it shouldn't take me long to go through them all." He tried to smile. "I'll be fine."

"Okay then." She looked like she wanted to say something else, but let it go. "So, want to show me where we'll be looking, Spike?"

"Yeah, just through here." He led her to a different door. "Don't worry, you're in good claws."

"I'm sure I am." Dusk could still feel her eyes gazing intently at him while he made his way up the stairs, trying to fight back the tears that threatened to fall.

They started to once he arrived in her study, her room. Cadence was right, this place was full of memories. He could almost hear her laughing when she stole his hat, her quill scratching away from notes she was making, occasionally looking up over at him, the smile that she always gave him when he walked in every morning, that shone brighter than her teacher's sun. He almost expected to see her now, studying away like nothing had happened.

But she wasn't. Her writing desk had nopony at it, her bed was empty. Just memories existed here. Even though he held onto hope that they would build more, that same comfort he felt arriving here was steadily drifting away...

He wiped away at his eyes. This wasn't the time for that. He had to focus on his task. This would help to get her back, so they could experience those times once more. He had to have faith that he could save her, as she had saved him.

He walked over to her shelf of personal books on history. He scanned it for the few volumes he knew she had on Canterlot and its history. He was just about to pull one out, but he felt a prickle on the back of his neck. Faintly, very faintly, he thought he could hear something, moving behind him. It would be easy to dismiss it as the wind or his nerves, but another thought crept into his head.

He wasn't alone.

He started to turn his head.

"Please, don't turn around." The soft tone of the voice made him comply. "Thank you. I confess, I'm a little surprised."

"Why would that be?" asked Dusk. "Apart from a certain anonymity, you seem to be a reasonable sort."

"Why would you assume that?"

"Because, if you wanted to harm me, you would have done it before I noticed your presence. That means you must want to talk, yet something is preventing you from doing it openly."

"And you would be willing to speak openly."

Dusk thought for a moment. "I would."

"I hoped so. Very well." The speaker appeared to consider. "If you do turn around, may I ask that you remain calm and not do anything rash. Do I have your word on that?"

"Of course."

"Please, say it."

"You have my word that I'll remain calm."

"Thank you." Another moment of silence. "You can turn around now."

Dusk did so and, for a moment, he struggled to keep his word. He stepped out of the corner of the room, a place where he wouldn't have seen him coming in. Though his expression appeared different to the others he had fought so far, he couldn't ignore that he looked the same as them. Black chitin, ice blue eyes, pointed white fangs.

Even though he appeared peaceful, Dusk still tensed as the changeling stepped into view. He stopped, watching the unicorn with wariness.

"I expected a reaction along these lines," he commented. It was strange hearing a voice so soft from something so sinister in appearance. "Admittedly though, I expected a lot worse."

"I'm sure," he replied, trying to keep his voice even. "I do consider myself to be of a... reasonable sort myself."

"Again, I hoped as much." He paused. "If I may, why haven't tried to attack me?"

"Apart from my word not to? If you had any hostile intent, you could have struck while still in hiding before I noticed anything. You could have even been disguised as another pony so I wouldn't be suspicious. Yet you appear to have waited here, in your true form, evidently for me to arrive and have approached me peacefully. Either this is a very elaborate assassination, or you're here to talk."

"The latter," he confirmed. "You still think this could be a deception then?"

"It's a possibility, but due to my... reservations about violence and my word, I'm willing to give you the benefit of the doubt. I admit though," he added, "a small part of me really doesn't want to."

He nodded sadly. "I understand. My people have a lot to answer for, as of late. I really don't blame you but, for what it's worth... thank you."

"You're welcome," he returned. "Very well then, if we're to talk, I need to know who I'm talking to. You obviously know who I am."

"I do, Dusk Noir." He inclined his head. "My name is Parlix, Ambassador of the Swarm of Queen Chrysalis."

"I see," he said slowly. "And why have you come here, Ambassador. To negotiate? To threaten?"

"To help," he answered simply. "I can see that you mean to retake Canterlot. Have you considered contacting the Pegasi in Cloudsdale?"

"The thought had occurred to me." He was careful with what he said. This could still be a trick.

"Then you might discover what I'm about to tell you, but I shall tell you regardless. Cloudsdale is under attack, by our forces."

"I see," he repeated. He had suspected this, but he still didn't like hearing it. "For how long?"

"Since the attack on Ponyville began. It was thought that your town would be less of a military threat than Cloudsdale, so our queen sent the bulk of our forces there and a smaller number here, thinking it would be an easy victory." Was it his imagination or did he smirk? "Evidently, she was mistaken."

"Evidently," agreed Dusk. It did explain why there were so fewer changelings attacking Ponyville. "And how is the battle going there?"

"The last I heard, the two sides had battled to a stalemate. My college, Commander Sting, is a skilled leader, but the Pegasi are putting up more of a fight than we suspected," he explained calmly. "He has requested additional reinforcements, that our queen has granted him and which may turn the tide of the battle. If we do manage to take the city..."

"Yes, I think I get the picture," nodded Dusk. "Why are you telling me this though?"

"It's not just that," he went on. "I take it that you've also considered the possibility of using the caves beneath Canterlot for a surprise attack?"

"Possibly," he murmured, still trying to determine his motives.

"Then you'd be looking for a map for what's in those tunnels. I know somewhere you'd be able to get not only a map, but also those with experience exploring those tunnels."

"You do?" This sounded too good to be true. "Who?"

"In preparation for their use in our queen's plans, a few of our soldiers helped to clear out the previous tenants," he explained. "They said they chased them away to an older hideout they had, disguised as Canterlot guards and ensured that they stayed there."

"I know who you mean," he affirmed. "So, if I were to find them, do you think they'd be inclined to help us?"

"They may need some persuasion, but I'm sure you'd be able to manage that." He smiled, yet Dusk didn't feel threatened by it. "You are the reasonable sort, aren't you?"

"I'd say so but again, I must ask, why are you doing this?" he repeated. "Not that I'd expect you to tell me, but has Chrysalis sent you to try and trick me? Because it didn't work out so well the first time."

His smile fell. "Believe me, if she did know what I was doing, I can guarantee that she won't be pleased."

Dusk saw the flicker of fear in his eyes that "Chrysalis doesn't know you're here, does she?"

He looked away. "We changelings to have a forte for deception, do we not?"

"But why tell me this? Why betray your queen like this?"

"Though she is my queen, Chrysalis has gone too far with this invasion." He hung his head shamefully. "She has already betrayed our kind, souring relations between your people and mine even further than it already has."

"If you don't agree with this invasion, why did you let it go ahead?"

"The Spirit of Earth hasn't been kind to us recently," he said sadly. "Our resources are low, the death rate is higher than it ever has been, our producers are trying to get as much food as possible, but it still isn't enough. Chrysalis incited the Swarm, stirred discontent into hatred and convinced them they were fighting for the freedom of all changeling kind. Anger and desperation are a volatile mix. If you saw what it was like, you'd understand what I mean."

Dusk could hear the pain in his voice and he felt compassion for them begin to rise. Until he remembered what they'd done, what they were still doing.

"You can try to justify it. All I see now is my people suffering and yours instigating it."

"So do I. That's why I can no longer stand by and allow this to continue." He looked back at Dusk. "I was in the minority, who thought there had to be a better way, but my words fell on deaf ears. I want what's best for my people and it isn't this war. Yes, I feel we must help our people... but not if it means harming yours."

Dusk tried to find some hint of deception, some clue that would betray him and expose his true purpose in telling him this. But there was none. The pain and guilt he could see in Parlix's eyes couldn't be faked to any extent.

"And what about Hard Edge?" he asked. "Where does he stand in all of this?"

"Not just him." He scowled. "He came to us, with his two companions. They offered the queen further means to help her achieve her ends. Edge, the scientist Test Tube and... _him_."

"Him?" Even Dusk felt a chill from the way he said that. "Who's him?"

"We're still not sure." His voice had lowered to a whisper. "He would barely tell us anything. I had my reservations about this conflict before but him... he only confirmed them."

"Why?" Dusk persisted. "Who was he? What did he do?"

"He... he..." He suddenly looked alert. "I've lingered here long enough. Forgive me, but I must return to Chrysalis before my absence is noticed." Dusk wanted to ask more, but Parlix was already making for the window. "If you trust what I've told you, Dusk, then I urge you to act upon it. You're not the only one who wants this war to be over."

"I'll try," he said, already finding himself moving towards the stairs. "Thank you for telling me what you have. I... I hope it helps bring this war to an end."

"I can think of no better purpose. And Dusk?" He looked back to Parlix, who stood at the window. "When this is over and you have to decide what happens after... remember what happened here between us. I hope you'll keep in tune with the Spirit of Mind, as you already have."

"I will and... I do too." He even managed a small smile. "Good luck to you, Ambassador Parlix. You keep yourself in tune too."

He returned it. "I will."

He flashed briefly, taking the form of a Pegasus pony and flew off into the sky. When Dusk went to watch him leave, he was already gone.

* * *

Back underground. Back in these dirty, filthy, humid, repulsive caves. They looked so vile, so horrid that it was quite difficult to believe that there were actually gems concealed down here under all of this... _dirt_.

Rarity tried her best to remember that while she trod through the dust. That and the fact she and Dusk were here for a good cause. She promised herself a thorough wash when she was out of here and managed to ignore her revulsion as they pressed on. The stallion was lighting the way ahead, now and again pausing to wait for her.

He'd returned from the library with two pieces of important news: that Cloudsdale was under attack and that he knew where to find those with experience in the crystal caves. Rainbow was even now gathering a good number of Ponyville's Pegasi to help reinforce her home and she was down here with Dusk to follow up on the caves. Hopefully, it would be worth it.

"Do we really have to go searching for those vile diamond dogs?" she asked.

"Yes, we do," he replied patiently. "If they were based in the caves, they must have made maps of them or at least learnt the basic layout. It's our best bet for securing passage through the tunnels."

"And how do you know for certain that they'll be down here?"

"It only makes sense. The changelings wouldn't want them getting in the way if Chrysalis was using the caves, so they would want to get rid of them. The only other place they could go was one where they already knew there were gems in abundance and hope they might have better luck there. They say you can't teach an old dog new tricks. I'm hoping that'll ring true here."

"And what makes you think they'll want to help us?"

"You're here with me," he answered simply. "I'm sure you'd be able to persuade them."

She couldn't help but smirk a little. Yes, those uncouth brutes would certainly not have forgotten her in any hurry. If they did get aggressive, both she and Dusk would prove to be a hoofful for them this time.

It wasn't long before they started to hear the sounds of barking and growling. Rarity tensed as they approached a side passage. She peered around the corner, along with Dusk. She wrinkled her nose from the smell that hit her along with the sight of her former captors.

"So, do we have a plan?" she whispered.

"We do." He started forward. "We're only here to talk to them, so that's what we'll do."

She caught his shoulder. "Are you sure that's all together wise?"

He gave her a comforting smile. "Trust me, we'll be fine."

He continued forward. Rarity hesitated for a moment, took his words to heart and followed behind him. She was already starting to unravel her scarf as a few of the larger ones already began to notice them.

"Good day to you, diamond dogs," Dusk greeted casually. "I hope your search for precious stones has been bountiful."

"What?!" The one with the red jacket turned and snarled. "Ponies?! How did you... you!"

"Hello again, Rover," he said. "It was Rover, wasn't it? How have you been since I last saw you?"

"Better since there hasn't been any thinking ponies stealing our gems!" he snapped. "You is not getting anymore!"

"What does he mean you stole their gems?" Rarity whispered.

"I'll explain later," he replied. "For now, let's just say that it's thanks to them I got Twilight's birthday present."

"What, who is that? Who are you...?" His eyes widened in fear. "Oh no, not you again!"

"Nice to see you too," she returned, just as casually. "I hope you don't mind us dropping in. We were in the neighbourhood and thought we'd stop by."

"As a matter of fact," Dusk went on, "we'd very much like to talk to you, if that's not too much trouble."

"It is too much trouble!" growled the biggest one. "Go away, we don't want you ponies here!"

"Oh but boys, surely you wouldn't want to disappoint me, would you?" she asked with big eyes. "I thought we were friends."

"We is not your friends!" snapped the shortest one. "Go away now! Don't come back!"

"But it's dark down theeeeere!" she whined. Already, they clutched at their ears. "I'm scared of going back down in the daaaaaaark!"

"NO! No, shut up, stop making noise!" squealed Rover.

"And my hooves are killing me!" she went on. "We've walked all this way just to find you and now you're going to send us all the way back? That's not faaaaaaaair!"

"Okay, okay, fine!" Rover hissed. "Tell us what you want, just shut up!"

"You are most gracious hosts," she said pleasantly, stepping back. "As you will, Dusk."

"Thank you, Rarity," he said. "Now then, I'd just like to clarify something here. The last time I saw you, you were in the caves under Canterlot, but now you're back here. Why is that?"

"Why do you care?" snarled the bigger one.

"You were chased out, weren't you? Chased out by ponies from the big castle drove you out of the caves and back here."

Rover blinked. "How do you know?"

"A reasonable assumption. Perhaps you'd care to confirm it?" he asked.

The dog nodded. "Is true, yes. We thought they was ponies, but I got in a scuffle with one and..." He trailed off. "He change and he not a pony. More like big bug that look like pony somehow. We smells them too and they don't smell like ponies. Something was wrong, but we don't know what."

"You're not far from the truth," Dusk confirmed. "And you just ran away and let the big bugs take your treasure?"

"No, not run away!" he insisted. "We diamond dogs have saying: no point in getting jewels if you're not there to see them."

"Profound. So, if you had the chance, would you still want to see them? To get them back?"

"We would!" He nodded eagerly. "Oh yes, we would!"

"Well then, Rover," he said brightly, "I definitely think we can help each other. You do something for us and I'll make sure you can have all of the gems you could ever dream of."

His eyes shone. "Really?"

"Really. You remember how much there was in that cave. You could get all of that back and much more, I'm sure." He paused to think. "We'll throw in some steaks for you too."

A greedy smile worked his way onto his lips. "Okay then, thinking pony. We is listening."

* * *

How about that for unlikely allies? Let's see if they'll be put to good use.


	19. Counter Strike

**Counter Strike**

Even though she knew what she had to do and she'd been given the go ahead to do so, Rainbow still found herself lingering in the sky flying out of Ponyville. She and about two dozen other Pegasi that she'd picked out herself to help reinforce the fight Dusk told them was happening in her birth place. She'd barely questioned how he knew. If Cloudsdale needed her help, she was going to give it.

But now she felt torn. Cloudsdale might need her, but she knew her friends definitely did. They were going to the heart of all of this, to finally put an end to it and she wasn't there to help them. She was almost tempted to tell the other Pegasi to carry on ahead and insist she stay here and help. But what would that do to them? They all looked to her, she could tell. Where should she go?

"R-Rainbow?" Fluttershy drifted next to her. "A-are you okay?"

She looked at her friend. Even though she was scared, she had volunteered to come with her to Cloudsdale, saying that there might be ponies who needed her help, like she had done in Ponyville. Rainbow had said that she didn't have to, but she did it anyway. If she had enough conviction to follow this through, why shouldn't she?

She suddenly realised something. Was _Fluttershy,_ of all ponies, really inspiring confidence in her?

"Yeah, I'm fine," she assured. "Just thinking about some stuff."

"Don't worry. I might not like fighting much, but I'll be happy to cheer you on. Yay," she added softly.

"Thanks." She lingered for a few more seconds. "Okay, let's get moving."

Maybe it wouldn't be so bad. Maybe the Pegasi were already winning the fight and they'd be arriving in time to mop it all up. The moment they broke through the clouds and saw their city, she wished that were true.

It was like when Discord had shown her that vision that made her leave her friends last time. Cloudsdale was crumbling. Chunks of magnificent cloud buildings had been blown away, becoming non-descript bits of water vapour. Small explosions sprouted up in her field of vision, faint screams and cries filling her ears, flashes of thunder and lightning, green from changelings shooting from above.

It didn't look like there was any great advance from either side. No mass of Pegasi or swarm of changelings. It was war, plain and simple and it had come here. Ponyville was one thing, but this... she didn't even know what to say.

"Oh my goodness," gasped Fluttershy. "This is... this is..."

"This sucks," she deadpanned.

"I... I guess it does."

Something green flashed in the sky. It was close. It was heading straight at them.

"SCATTER!"

Her fellow Pegasi complied, getting out of the way. The changeling crashed into a building directly below them, blowing a hole in it. It climbed out and took off, joining another group of its fellows without even looking back.

Rainbow resisted the urge to go after it and knock its shiny white fangs out. Instead, she gathered the Pegasi around her.

"Okay, here's the plan!" she yelled. "We head in the city and find whoever's in charge! Look out for any of the Wonderbolts, holler if you see 'em! Don't go flying off! We stick together and only get in a fight if we have to! You got that?" They all nodded. "Right, let's go then!"

"Rainbow, wait!" Blossomforth had spoken up. "That house there, that was my parent's house!"

She knew what was coming. "I'm sorry, Blossom, but we don't have the time."

"Yes, we do!" she insisted. "They might be in there somewhere! I have to see!"

"If they're smart, they'd have gotten outta there while they could!"

"But I have to see! I could just go down there and-!"

"And what?!" she challenged. "You go off and anything could happen! You could get separated from us, attacked by changelings, have a heavy bit of cloud fall on you! We can't get distracted, Blossom! It's not just your parents that need help, it's everypony in Cloudsdale! The only way we can do that is if we stick together and fight!"

"But I... I..." Poor Blossmforth looked to be on the verge of tears.

"It's okay, Bloss." Thunderlane patted her shoulder comfortingly. "You'll find them later, once we kick these changelings outta here. I'll help you find them, I promise."

"Okay..." She coughed a little and gave the stallion a small smile. "Thanks, Thunder."

His cheeks went a little pink. "No problem."

Rainbow smirked a little at the sight before returning her focus. "Right then, let's hustle everypony! We needed to get going five minutes ago!"

Confident that they would follow her and that Blossomforth wouldn't fly off, Rainbow darted off. She cursed that she had to slow down a little to let them keep up, but she had to stand by her plan. If they started separating, they'd be easier targets for the changelings. They needed to focus their efforts if they were going to beat them

Even though she had slowed down, everything else still sped by. She saw glimpses of things as she sped by. A team of Pegasi creating a tornado that they spun at a group of changelings. A lone Pegasus looking relieved when he saw his friend before the pony pounced on him with a hiss. A changeling being frozen by a barrage from a snow cloud. A mare going after another who was being cornered in a building by a bunch of the bugs.

Still, she kept on flying. She barely had time to wonder if she could help them. She had to keep focused, to find one of the Wonderbolts, like she'd said. There weren't many large teams, only small skirmishes. She figured that had to mean something, that somepony had organised the others somewhere else. All she had to do was find them.

Finally, she did.

She saw it, a flash of blue and yellow over near a small cluster of houses. She stopped and felt a grin form when she recognised instantly who it was. Soarin, the best at banking and swooping in the Wonderbolts, once claiming that he could dodge his way through a pit of hungry dragons blindfolded. She'd also saved his pie at the Grand Galloping Gala.

Hopefully, he'd remember that. Right now, he looked like he was pinned down with four other Pegasi by about eight changelings. Two of them were carrying one who looked like she'd been injured, while another and Soarin were holding back the changelings, though they were steadily closing in on them.

She didn't waste any time in flying over to them. "How about we even the odds?"

One of them looked around just in time to see her hoof slam into his face. They were taken completely by surprise, swamped by Rainbow's team until they all lay in heaps on the clouds below.

"Nice work!" Soarin flew up to her, beaming. "You guys got here just in time!"

She chuckled, controlling the fluttering in her chest. "Yeah, saving your apple pie, saving you, I'm on a roll right now."

His smile widened. "Hey, it's you!" he realised. "Rainbow Dash, right?"

That fluttering became a little harder to control. "Heh, yeah, that's me."

"Alright! Just the pony we need right now!" He nodded to the others. "They all with you?"

She nodded. "We had a little trouble in Ponyville we had to sort out, sorry we couldn't be here sooner."

"Well, you're here now, that's what counts," he said. "We were on a little scouting run when the bugs ambushed us. Violet here got hit, but she should be okay once we get her back to base. You gonna come back with us?"

"It's the whole reason we came here."

"Great!" He looked to the two stallions carrying the mare. "Singer, Stratus, you keep on what you're doing. Rest of us will cover you 'til we get back. Let's move out!"

Already, Rainbow could feel her confidence lifting. All of what she'd been seeing would be over soon enough, once they got back to this base they'd established. It was too early to say anything yet, but it looked like they were going to be okay.

They made it through the rest of the city without too much trouble. Their group was so large that any changelings who didn't stay out of their way when they saw them were easily dealt with. They had to stop, now and again, on account of Violet, but Fluttershy was there to administer some small term treatment until they arrived back at the base.

As it turned out, it was the very coliseum where her sonic rainboom had first made a name for itself. The only differences were that the exposed top and bottom had been reinforced by storm clouds. Any changeling who tried flying through those would be instantly zapped. All of the other entrances were being covered by ponies on guard. Some were Wonderbolts, some just normal ponies. All of it was looking good.

"Hold up a sec." Soarin stopped her when they arrived at the entrance. "We gotta run you through a small screening process, just to make sure you're the real deal."

It turned out this 'screening' was being zapped with a small bolt of electricity from a storm cloud. Though it would hurt for a Pegasus, their natural affinity for the weather would keep them from being harmed too badly, Soarin explained. If a changeling were to be hit with it, it would be enough to disrupt their magic and expose their true form.

Rainbow had to admire the thinking behind it, even if her leg was stinging and twitching a little afterwards where it had been zapped.

"Yeah, sorry about that. Sorry!" he added to Fluttershy, who squealed on receiving it and scurried over to join them. "We can't risk any of the bugs sneaking in here as one of us."

"It's cool, but you should have known anyway." She grinned. "You can't mimic this level of perfection."

That earned a laugh. "That's the kind of moxxy that we like to see in the Wonderbolts. The captain's gonna be pleased you're here."

"Spitfire's in charge then?" she asked.

"You know it. It's thanks to her most of this stuff is in place. She's got a command centre up in the top box, I'll take you there."

"Wait, do you have some kind of medical bay or something?" She gestured to her friend. "Fluttershy's not much of a fighter, but she's great at being a nurse and doctor. Just without the degree."

"With or without degrees, we could always use more carers." He instructed a nearby Pegasus to show her where to go, apparently in the changing rooms. "Come on, we should get going. Spitfire will wanna see you."

"I'll um... I'll see you later, Rainbow," Fluttershy murmured as she was led off.

"That's a promise!" she called, flashing a cocky smile at her. At least she would be okay now, just so long as the changelings didn't get through.

Soarin led her up past all of the stadium boxes. Each one of them had somepony in them. A family huddled together. Isolated, lonely ponies staring hopelessly into nothing. A group of friends sharing jokes and good cheer. A stallion with a mare, sleeping on his shoulder. She could see too, in the centre, ponies assembled there. Training, being organised and briefed by members of the Wonderbolts.

She didn't really know what to make of all of it, seeing so many of them fighting to survive or just waiting here for it all to end. In the end, she just kept on walking, telling herself that it would all be over soon enough.

They finally reached the top box, the guards either side letting them through. A map of the city had been laid out in the centre, some black and blue flags sticking out in places. Looking over it all was the captain of the Wonderbolts herself. She looked up when they entered the room, smiling and nodding approvingly.

"Soarin, good to see you made it back," she said. "Didn't feel like stopping for any pie on the way here?"

"Nah, the bugs didn't feel like sharing," he returned. "I did manage to bring back a few guests to help us out."

"So I see." She turned to Rainbow. "Good to see you again after so long."

"Likewise, ma'am," she said respectfully. "I'm here with about twenty others, to help however we can."

"Good, 'cause that sounds like just the kind of numbers for what we've got planned. Come on over, I'll show you," she invited. "Soarin, make your scouting report outside and head down to the training floor when you're done. Operation: Hailstorm is about to get underway."

"You got it, captain." He saluted, grinned at Rainbow and hurried out.

"Hailstorm, huh?" Rainbow looked over the map. "Sounds like a cool name."

"Well, hopefully, the operation will be just as cool when we do it," she smiled. "As you can see here, we own the east side of town. We've had reports of some changeling hit-and-run parties and scout jobs, but nothing too serious. Meanwhile, the west side is all under their control. They came up there from Canterlot and got a hoofhold before we knew what was going on. That's bad because the west side is where we need to be."

"How come?"

She pointed at the weather factory. "That's why. That's our best bet of sending them back where they came from, but they've got the whole area locked down tighter than Soarin's food cabinet. That's why we need to push in there and take it back before they can."

"I don't get it though. Why the weather factory?"

"The changelings might be able to look like us and walk on clouds, but the one thing they can't take from us is how to control the weather," she explained. "We've been using anything we have to hoof so far, but if we could get the factory back, we'd be able to churn out everything. Hurricanes, tornadoes, snow clouds, thunder clouds, everything we can use and they can't. The whole factory is just one big armoury, waiting for us to get stocked up on it."

Rainbow nodded. "Now, that sounds good to me. So, what's Hailstorm? How does it help us get in?"

"Simple. While they do have a hold in the factory, the changelings have themselves spread out into three different HQs, a couple of housing districts and part of the business. So what we do is divide into three teams and attack each of these locations at the same time. Each will be lead by a couple of Wonderbolts and are designed to keep the changelings busy while the priority team, led by me and Soarin, will focus on the factory."

"So the ones at the factory can't call for back-up from the other bases while you guys attack the factory and get in," surmised Rainbow.

"Yes and no," answered the captain. "Like the others, priority team will look like we're trying to take the factory, but it's just another distraction. You see, there's also gonna be a fifth, smaller team that'll slip around into the factory through one of the cloud exhausts while we keep them occupied. Then, they turn on the weather machines and let 'em have it!"

"Now, that's a plan!" declared Rainbow. "So where do I come in?"

"Well Rainbow, if I'm frank, you're one of the best damn flyers I've ever seen," she said honestly. "I mean, you've pulled off a sonic rainboom, not to mention you've been your fair share of scraps. That's why I want you to lead the stealth team inside the weather factory and end this thing. You think you can do that?"

A whole well of emotions flooded through her. Surprise at this announcement. Pride that it was Spitfire who was telling her this. Pressure from the responsibility this placed on her. But more than that was a duty, a loyalty to her home and to her friends to do the best she could. And she was the best.

"Ma'am," she replied, saluting her, "you can count on me."

* * *

It appeared that allying themselves with the diamond dogs had more than a few benefits. Since they weren't really enthusiastic about going above ground for fear of leaving the tunnels they'd laid claim do, they preferred to have at least one connecting tunnel between older mining sites and newer sites where they had started digging. It allowed some of the dogs to start work on the new site, while the others finished off collecting in the old one.

Dusk had been told this by Rover while he, Spot and another of the larger brutes dug their way through the rubble that blocked the passage. It seemed that he'd misjudged the diamond dogs, for it did seem to be an efficient way of making sure they gathered up as many gems as possible. He asked why, if that was the case, this one had been blocked.

"We collapse it when we retreat," Rover explained, once he'd finished digging. "Enough so they think they can't follow, but not so much that it doesn't take long for us to dig back through."

"I see." He nodded in approval. "That's some good thinking on your part."

He scowled. "You are saying you think we are stupid?"

"Not at all," he replied evenly. "I was just complimenting you on your forethought."

The scowl became a frown. "No, not four thoughts. Just one, one good idea. Mine, of course."

"No, I mean that... never mind." He looked back at the tunnel. "Are you almost through?"

"Yes, yes, almost done," assured Spot. "You wait with your friends, thinking pony. Let us handle the digging."

Dusk nodded and stood back to let them work, making sure his fellow ponies stood either side of him. Since they only needed a small group to maintain stealth, they had three diamond dogs with them and three ponies to balance it out. The rest of their pack had remained with the town, to act when needed. To this end, Cadence and Ray had accompanied him down into the tunnels, both of them having volunteered. Dusk was only too happy to bring them along.

There was another purpose to having them set up like this. He didn't expect the diamond dogs to turn on them, but he wasn't going to take any chances either. He had each of them keeping close watch on one dog. Dusk watched Rover, Ray focused on the big brute and Cadence had Spot. In case anything did happen, they should be able to handle them.

Again, he didn't expect anything to happen, but better safe than sorry.

"We is through!" announced Rover, the other two clambering through while he waited for them. "Come on, ponies, long ways to go yet. We will show you the way, follow us."

"Lead on then. Just don't go too far ahead," he added.

Rover forced a smile. "Of course, thinking pony. We wouldn't want you getting lost down here."

Dusk started to follow the diamond dog, making sure he was in front of him while he lit a light orb. Cadence and Ray moved close to their own dogs. Hopefully, he wouldn't have to use his precautions.

They proceeded in relative silence, their steps echoing slightly in the cave. They moved as quickly and as lightly as possible, just so they didn't spend too long down here, but also in case they weren't the only ones down here. Now and again, the dogs might stop, sniff their surroundings and start off again. Just so long as they knew where they were going and that they didn't turn on them, Dusk didn't mind what they did.

He started to go over his plan again in his head, just to reassure himself. Their group was like the advance guard, moving ahead of the main force who were in town, waiting for the signal he would give. Until then, his team had to sneak in using the caves and find out some important information, namely where the queen was, how many changelings were still occupying Canterlot and where they were keeping the prisoners.

From there, the three of them would have focus on those three aspects of attack once their main force arrived. Cadence would focus on freeing the prisoners, adding a few guards to their number and, hopefully, her aunts. Ray would be helping bolster their fellow ponies, and dogs too, against the changelings in their way, while Dusk would focus on finding the queen... and one prisoner in particular.

He felt his heart ache at the thought of her. It gave him strength when he reminded himself that she wasn't going to be a prisoner much longer. He just had to hope that she was okay...

He looked up to see Rover turn his head away. Had the dog been watching him? He pushed that question aside and looked around at the others. Cadence was watching Spot, giving him friendly smiles whenever he looked her way, while the smaller dog reacted like she'd just growled at him. The brute seemed to be eyeing up Ray, probably thinking he could take him on if need be. If only he knew who he was up against.

The stallion had that look on his face again. The one he'd seen before when he'd asked him about the rumours of what had happened during the battle.

"You seem pensive, my friend," noted Dusk, walking in step beside him. "Something the matter?"

"Hm? Oh, hey bud," he greeted awkwardly. "Just um... just thinking."

"About what?"

"About um... about Flutters. I um... I hope she's gonna be okay, that's all."

Dusk kept a straight face this time. Usually, that would seem reasonable to assume and it wasn't entirely dishonest, but with the rumours of what he had about Ray circulating in his mind, he wasn't so sure this time. He'd dodged the question again, like he had last time. He still had that same look that only made him ponder more about what was on his mind...

But he put it aside for now. There were more important things to focus on right now.

"Don't worry about her," he comforted. "She'll be with Rainbow and she won't exactly be going to the front lines. She can keep herself safe."

"I know. I just... I'm still worried about her, that's all, you know?" he muttered. "I... I don't... well, what I mean..."

"Don't worry, Ray," Cadence said gently. "I think it's very sweet that you care about her so much. I'm sure she'd appreciate it."

He rubbed the back of his head. "Heh... thanks..."

"No problem. Dusk and I can understand how you feel, can't we?"

"We can." He offered him a smile. "Thanks for coming along with us."

He returned it, grateful for the change of topic. "Hey, no problem. You're my friend and I'm not gonna let you go in to something like this alone."

"I wouldn't have been entirely alone," noted Dusk, glancing around at the dogs and Cadence.

"Yeah, I mean alone with these guys. No offense, big guy," he added. The brute only growled in response. "Yeah, see? We're cool."

He laughed a little. "The best of friends, I can tell."

"I thought so too. Besides, it's not just that." His expression hardened. "Chrysalis needs to pay for what she's done, whether or not her intentions are good for her people."

"I don't think it's really even that," put in Cadence. "Rulers like her, they say they're acting for the good of their people. In truth, they're driven by their own selfish desires and greed."

Ray cocked his head. "You think that's it?"

"Well, she did attack Canterlot first when she saw a chance to acquire its riches and luxury," she reasoned. "And she doesn't seem like she's in any hurry to leave."

"I'm sure there's more to it than that," blurted Dusk. "The leader may be more at fault than her people, but there has to have been more to motivate the changelings to invade."

Ray glanced curiously at him. "What makes you say that?"

Dusk had to think for a moment. He still hadn't mentioned where he'd really gotten his information from and he didn't think they'd react well when he told them it was from a changeling. For now, it was best to keep that to himself.

"I just don't think they're all that bad," he answered, somewhat honestly. "They can't all be as driven by greed and hate as Chrysalis."

Cadence nodded. "That's a better way to look at it, I admit. I hope they realise that soon enough and get themselves a better leader."

He echoed the gesture. "I do too."

"You ponies really like to talk lots, don't you?" piped up Rover. The dogs had been silent throughout and Dusk had almost forgotten they were there.

"It helps you learn a little more about who you're talking to," countered Dusk. "Since we don't have your sense of smell to do so."

"Yes, we always wonder how you cope," remarked Spot.

"Then I advise you to focus your efforts on making sure we're going the right way," he replied.

"Come on, thinking pony. Don't you trust us?"

"Since you make a habit of kidnapping ponies to do your manual labour, not really, no."

"That's only some days," dismissed Rover. "We're not all that bad. Sometimes we even pays our work ponies a little bit from what they find."

"Yeah, emphasis on the little," muttered Ray.

"Don't be like that, you two," said Cadence softly. "I'm sure Rover and Spot have more to them than that, like what you said about the changelings, Dusk."

"Thank you, princess pony, you is right. Like we only take work ponies when we really need them, like the whiney one."

"Exactly. Although," she added, "I'm sure they wouldn't whine so much if you didn't kidnap them first."

"But we always give them back!" insisted Spot. "Just to get what we need, is all. Just like how you is using us to get what you need."

"But we bargained with you, we didn't chain you up and force you to do it," Ray argued.

Spot shrugged. "Details, details."

"Yes, yes. See, think, thinking pony," advised Rover. "You may be a pony and I may be a dog, but maybes we aren't so different from each other, yes?"

"And how do you determine that?"

"We both seek treasures, thinking pony and princess pony." He turned those hungry eyes to study him. "I sees the look you have in your eyes. It is the one I see in the eyes of all diamond dogs, I even sees it in some ponies eyes, like you two now. The scent you gives off too, that tells me something."

"Which is what?" asked Dusk.

"That you is seeking treasure too, both of you," answered Spot. "Might not be gems, but it's still something that you need, something that you really, really want. It's precious, very precious indeed and something you both can't live without."

Dusk was speechless. Ray raised his eyebrows in evident admiration. A small smile played on Cadence's lips.

"I think it's fair to say that's a very good guess," she said. "Though, as you say, it's not jewels. It is something far more precious than anything you'd find in any cave."

Rover barked out a laugh. "I finds that rather hard to believe. Hope it's worth it when you find it, thinking pony."

"Believe me, I think that it'll be worth it when Dusk and Cadence here find their _treasures_," chuckled Ray.

"I suppose you can tell too then?" muttered Dusk.

"Of course I can," he replied. "I don't need to have an insanely good sense of smell and gem fetish to be able to tell what you're looking for. It is kinda obvious, even if you're not me."

"You is one to talk, flashy pony," laughed Rover. "You has that same look at times. I sees it on you too."

"Yeah, when you're with that shy pony, we sees it," piped in Spot. "You gets the look with her."

Ray flushed. "Dusk, the dog is doing my thing. Please make him stop now."

"I don't know, Ray," giggled Cadence. "As you say, it is obvious."

His face went even redder. "Well... I um... I..."

Dusk suppressed a smile while he took in their surroundings. He acknowledged a large, open area and a continuing path on the other side before he froze. Had it been his imagination or had he seen something move in the tunnel ahead?

"Quiet."

"Aw, come on, Dusk," Cadence complained playfully. "We're just having a little fun."

"Yes, seeing flashy pony turn red is very fun," agreed Spot, laughing harder.

"Please, be quiet."

"Yeah, thanks Dusk," stammered Ray. "What he said, can you-?"

"Shush!" He stopped. They were silent. Now, they could hear the sounds of movement he'd picked up before. "Get down!"

They quickly hid behind the nearest piece of cover. Dusk hid behind a crystal cluster, suppressing a cry as he almost fell off the path. He glimpsed to see a black abyss going on endlessly. He'd have to watch his hoofing.

He extinguished his colour orb, gave his eyes time to adjust to the dark and squinted through it. The sounds came closer. They were definitely hoofsteps, coming out of the tunnel. Shadows moving in the in the darkness. Ponies or changelings? Or something else?

He could hear the faint movements of the others. They were ready to act, should they need to. The sounds stopped. They must just be at the mouth of the tunnel entrance.

"Who's there?" a voice called out. "We know you're in here."

He frowned. They didn't sound like changelings. He could make out their silhouettes and what he saw was enough to make him create another orb. One just small enough to light them up, so he could confirm who they were. The light passed over them and they squinted at the sudden brightness, but Dusk got what he needed.

Dusk felt relief sweep through him when he saw the distinctive golden sheen that marked the armour of the royal guard of Canterlot. It only intensified when half a dozen more followed him, a mix of Sun and Shadow guard. He emerged from his hiding place, the others following closely behind.

"I must say, you gentlecolts are a sight for sore eyes," he said sincerely.

He watched the diamond dogs out of the corner of his eye. Rover's lip lifted a little to expose his teeth, Spot's fists were clenched and the brute had tensed visibly. He made a mental note to keep an eye on them. They were probably just wary of them due to their pack's reputation.

The guards didn't really seem to feel the same way as much. A few of them were watching the dogs cautiously though.

"I might say the same for you, sir," the lead one greeted. He regarded him cautiously. "You are ponies, aren't you?"

"Don't worry, we're not changelings." Cadence stepped a little closer and smiled. "It's good to see you're all still in the fight."

"Princess Cadence!" Relief broke out across his face now. "Your highness, it is a thankful sight to see you're not a captive."

"Likewise to you all," she returned. "I take it you managed to escape being captured by the changelings?"

"Yes, your highness." He gestured to his fellows. "We were on patrol in the lower town when the invasion started. I remembered these caves and how to access them, so I lead my fellow soldiers down here." His face fell. "I still feel some shame though, just running away..."

"Running from a battle that can't be wrong is nothing to be ashamed of," comforted Dusk. "For what it's worth, you made the right decision."

"Thank you, sir," he said, with a slight smile. "Still, I'd be lying if I said if I didn't want to take the chance to return the favour for the changelings. We've been camped out under here, waiting for the right moment to fight back, rescue some other guards or civilians."

"Well, there's no better opportunity than right now," Ray said brightly. "Always good to get a little extra muscle."

Dusk started forward to meet them, but was stopped by Rover's arm. It came down and barred his progress. The dog's lips were curled back to expose his teeth.

"Rover?" A growl started in his throat. "What is it? What's wrong?"

"Something wrong with your friend there?" the guard asked.

"I'm not sure," he answered. "Calm down, they're on our side."

"No, thinking pony, they is not." He dipped his paws into the pockets of his jacket. "Don't believe them, they is not your friends."

"What are you...?" Gradually, he caught his meaning. "You smell something, don't you?"

"I do. I knows what smells like ponies and what smells like bugs and right now..." When his fingers emerged, brass knuckles came out with them. "They smells like they need to be squashed!"

Dusk looked back at the soldiers. They had tensed up again, now with horrible leers set on their faces. The first one he saw in particular looked the most menacing.

"You know, I never did like dogs much." He crouched low. "Get them."

In the blink of an eye, the changelings darted forward, their fangs bared and their eyes flaring. The leader charged straight at Dusk, tackling him before he had time to even react. Dusk felt the sharp shot of pain as his legs were pinned, staring up into its leering face.

"Almost fell for it, didn't you?" it hissed. "Our queen told us ponies might try to sneak in down here. Looks like she was right."

"Indeed she was." The shadows moved behind him. "Did she tell you about this?"

The changeling cried out as he was grabbed and flung into the air. Ray appeared next to him and drop-kicked him into the ground. He teleported away again, flashing behind another changeling and kicking him too. Watching while he kept up his flashy display, Dusk was once again thankful that he had come along.

The others were holding their own too. Cadence had taken off into the sky and was duelling with a changeling. Green and blue flashes of light sparked all around as they soared and dived around each other. The big brute was taking on two changelings at once, one of them already in his grip and struggling helplessly. Spot was swinging a chain around, wrapping it around a changeling's throat and pulling him closer.

Rover was in a boxing match with a changeling of his own. He bobbed back and forth, darted and weaved around his opponent, delivering short, sharp jabs to his face, chest and head. Now and again, his opponent might land a blow, but it was clear that Rover's brass knuckles were doing far more damage than the changeling's hooves could.

Specks of green blood sprinkled to the ground. Diamond dogs certainly weren't gentle when they were threatened by the look of it.

Dusk glimpsed something behind him. Rover was too caught up in his battle to see another changeling sneaking up behind him. Dusk acted quickly, his horn flashing and the changeling screeching.

Rover yelped. He turned and saw the blinded changeling. He knocked him down with a strong right hook, offering a left to his other opponent and sending him sprawling. He gave Dusk a bewildered look until the blinded one recovered and lunged for him, forcing him back into combat.

Even though the two groups were even in number and the changelings fought their hardest, the balance was tipping in their favour soon enough. He saw Rover and Ray floor a changeling together. Cadence knocked her duelling opponent out of the sky and he crashed into the one Spot was fighting. Dusk bounded off a wall, knocking into a changeling with blue hooves and sending him sprawling with an orange one.

But it didn't go so well for all of them.

The large brute was fighting the other changeling nearby, his friend lying in a heap. He tried slamming his powerful fists on it, but the changeling was too fast for him, dodging his blows and landing some quick strikes of his own. Though they were small, they were enough to make him stumble backwards, closer to the edge of the path. An edge where he could only see darkness below.

It looked like this changeling had learned from the mistakes of his predecessor.

He started forward to help, but ended up being grappled by another attacker. As he tried to get back up, he glimpsed the dog was now teetering on the precipice. His eyes were wide with fear, trying to keep himself balanced. The changeling darted forward, his punch missed, was struck in the chest. It shot up, striking his chin.

Dusk finally managed to throw his attacker, scrambled to his hooves, hurried over. He only had time to see the dog's face, hear his terrified howl echo through the cave before he vanished. He could see his paw desperately clawing at the air.

It was too late. He was already falling.

He was only dimly aware when Ray knocked aside the remaining changeling and announced they had won. He didn't feel much of a sense of victory. He was trying to comprehend it. One of their number had died. He'd barely even known him, didn't even know his name... that was what made it worse. He hadn't even known him.

Silence settled as this dawned on the others. Ray was surprised, Cadence was even more shocked. Rover and Spot stood at the edge, their heads bowed. He wanted to say something inspiring or comforting, but nothing came. What was he supposed to say?

In the end, Cadence spoke for them. "That poor dog. Do you think... there's a chance?"

"Not likely," said Ray bluntly. "These caves are pretty deep. He fell a long way."

"You don't think he might have grabbed on to something?" she ventured. "I could fly down, have a look..."

"He was too far from the edge. He wouldn't have had anything to grab onto."

"Well, I..." She trailed off. "Dusk? What do you think?"

He shook his head. In this instance, words had completely failed him.

"You gonna be okay, bud?" asked Ray.

"I... I think so," he found himself saying. "Maybe... it would be best if we just... kept moving."

"What about them?" Cadence nodded to the dogs. "Do you think we should say something?"

Silently, Dusk turned around. Whether it was some sort of responsibility or guilt that drove him, walked up to them. Spot had moved away, leaving Rover staring over the edge. Dusk looked too. There was barely any sign the dog had even fallen.

Dusk looked at Rover. "I'm sorry about him." Even that didn't seem sufficient.

"No big deal," he murmured. "Even for us, mining for gems isn't all safe. We get jewels, but now and again, we lose dogs. We is used to it."

"Still, it must still hurt, losing a member of your pack." He followed his gaze down into the abyss. "We'll make sure that his loss... wasn't in vain."

"You tried to save him." Rover's eyes turned to him. "You save me too, even though we not members of your pack, you not even diamond dogs. Why?"

"Because whether it's a herd or a pack, losing somepony... or somedog that's part of it is never good. Trust me, I know..." He fought for a few minutes to control himself. "Besides, we're all in the same pack for now, right?"

"Yes. Or the same herd," he said after a moment. He saw the corners of his mouth twitch. "So, we go on then?"

"You sure you don't want a few more minutes?"

"No point, won't bring him back now. Besides, like you say," he added, smiling wider, "we have to make this count. For both of our treasures."

"Very true," replied Dusk, returning the smile. "Lead on then, Rover."

"I shall, Dusk."

The stallion watched him stride off, noting that was the first time he'd actually called him by his name. He looked back down into the abyss and followed not long after, hoping that would be the only loss to occur in this battle.

* * *

Truly, any loss is a tragic one. All of those countless, nameless Red Shirts know that much. Like Dusk, let's hope that no more happen any time soon.


	20. Element of Surprise

**Element of Surprise**

Rainbow twitched impatiently in the cloud she and a number of her fellows were using for cover. She knew that she was supposed to wait until the signal was given, but she still hated waiting like this. She wanted nothing more than to get out there and finally put some real hurt on the bugs for everything they'd done.

But first, she had to wait. The teams as part of the operation had started early, so the fighting would give them sufficient cover to speed to the Weather Factory from the closest part of where the east side met west side without the changelings detecting them, hence the cloud they used to hide in. Below her, she could already hear the sounds of battle as the other teams of Operation Hailstorm had already started. But they still had to wait.

That wasn't exactly doing wonders for her.

"Can't stand the waiting either, huh?" a Pegasus named Lightning Dust asked her. "I feel for you, it's making me itch too."

"I know, right?" she smirked. "I just wanna get out there, show 'em what happens when they mess with Cloudsdale."

"Hear, hear," she agreed. "Good to know that we have a pony who can do the sonic rainboom on our side though."

"You know it," she winked. "Still, you're pretty good to. I saw you on the training field. You're pretty fast, may even be able to keep up with me."

"High praise," chuckled Lightning. "You never know though. Maybe it'll be you who has to keep up with me."

"Oh yeah? We'll just see who makes it to the Weather Factory first then."

"Challenge accepted. Yeah, we're all good, especially him." She nodded to a tense Thunderlane, lowering her voice. "I know I'm motivated if I'm sticking close to him."

"Don't get your hopes up, I think he considers himself taken." She looked back at him. "You okay there, Thunder?"

"Hm? Oh yeah, fine," he said distractedly. "Just thinking..."

She nodded in understanding. "Don't worry about Blossomforth, man. She's not gonna hurt herself knowing she's got you to come back to."

"Yeah..." His face went red. Probably thinking of the kiss she'd seen her give him before they came out here. "Thanks..."

"Okay, cut the chatter back there," ordered Blaze. "We're almost up, ready on my mark."

She was another Wonderbolt, one that had gone up against Spike when he was on his greed rampage, so Rainbow knew that she especially had guts. Anypony who could pull off the Swooping Scorch Spin was bound to. She was hoping she'd be able to see it in action.

Though Rainbow was helping lead, she was more the lieutenant, while Blaze was the one in charge. Not that she minded, of course.

"Yes ma'am," she said. "Ready on your mark."

"Acknowledged." They all tensed. "Three... two... one! GO, GO, GO!"

Rainbow shot out of the cloud, diving with Blaze towards the ground. The instant she left, the conflict became louder and she was aware of changelings and Pegasi flying this way and that in all directions. She ignored them though, sticking to her commander like glue.

"Pull up! Level off!" They obeyed swiftly. "Okay, you know how this goes! Weather Factory is our destination! Keep together, stay tight and let's come outta this in one piece! You got that?"

"Yes ma'am!" they chorused.

"Excellent! Let's fly!" She banked sharply, dodging around a cloud where three changelings fought another Pegasus.

"You still on for the race then?" Lightning called.

Rainbow laughed. "You mean you haven't started?"

She echoed her laughter, matching the banking move she pulled after Blaze perfectly. Looks like she actually might be as good as she was. Too bad they didn't have the time for a real race.

It was déjà vu for Rainbow Dash while they soared through the city in tight formation. All around them, she could see changelings and Pegasi battling each other, in groups or ferocious hoof-to-hoof duels. The bugs were determined, but her fellows weren't prepared to give them an inch, flying and fighting in ways she'd never have expected to have seen. Kicking up storms, generating powerful gales, washing them away with torrents of water. They were doing great!

It was all looking good, not the least of which was due to the bravery and leadership of the Wonderbolts. She saw Soarin pulling off some turns even she would be hesitant to try, causing changelings to crash into each other more than him. She saw perform her signature corkscrew manoeuvre, a tornado forming in front of her during flight and allowing her to tunnel directly through a wall of changelings that were blocking her way. Blaze was keeping them focused, her fiery mane leading them through all of the tight skirmishes and corners before anypony even knew they were there.

She always thought that being a Pegasus born in Cloudsdale was awesome. Today only helped solidify that belief.

"Bugs, moving to intercept!" alerted Thunderlane.

"Ignore them!" Blaze commanded. "We can't let anythi-"

Her sentence ended in a scream when a bright bolt of light hit her on her left wing. She careered out of control, spinning towards a cloud and crashing into it. Even though they were soft, Rainbow still winced.

She and the other two were there in seconds, trying to help the Wonderbolt back up. She hissed and winced in pain.

"My wing..." she groaned. "I can't feel my wing..."

"Don't worry," assured Lightning. "We'll find a way to patch you up, have you back in the air in no-"

"DOWN!" Rainbow pushed them both to the ground, three more bolts zooming over their heads.

"What the hay is...!" Thunderlane's eyes narrowed. "It's him!"

Rainbow looked and could already feel her anger rising. She had suspected it when she saw the shots, but seeing it now confirmed it and just made her even more mad. Hard Edge was on the cloud above them, blasting at them with one leg and using the other to signal a group of changelings. They banked in the sky and dived for them.

The daredevil was already back in the air when they started to crash all around them.

"You guys handle the bugs and look after Blaze!" she ordered. "I'm gonna go for the shooter!"

"Give him one from me!" called Lightning.

Rainbow grinned back at her and shot towards the cloud Edge was stood on. Her natural speed allowed her to bank and dodge around his shots, landing a punch that knocked him back. She landed before him while he scrambled back to his hooves.

"Alright then!" she roared. "First, you betrayed our kind! Then, you attacked my home and my friends! Now, you've hurt one of the Wonderbolts! Edge, everything I did before were tender caresses compared to what I'm gonna do to you now!"

"Bring it on then!" he roared back, raising his gun leg. "I'm ready for you this time!"

She was going to charge, when she noticed something. The barrel wasn't steady, as his leg was shaking. His whole body appeared to be shaking. He was sweating a little, yet he'd barely done anything yet. Every time there was an explosion somewhere, he appeared to flinch like it physically hurt him. His eyes were wide, but not with anger. Something else...

She remembered something else. When Fluttershy was at his mercy and, for some reason, he hadn't done anything. Instead of charging at him, she tried something else. She stood back and spread her forelegs, inviting him to act.

"Go ahead then!" she challenged. "Do it! Take the shot! That's what you want, isn't it? To beat me? Well, here's your chance, Edge! Go on!"

He faltered. "I... I don't... you're not gonna fight?"

"Why should I? It's not gonna stop you, is it? If you beat me or if I beat you, you're just gonna keep on going! You're gonna fly off with the bugs and help hold down Cloudsdale while they kick it! I mean why not, right? It's not like you were born here or anything!"

"No! I-I wouldn't, I'd never-"

"What do you mean, you'd never? You've already started, why stop now? Why not just go all the way and trash up your home? _My_ home? Then, once you're done here, how about somepony else's home, like back in Ponyville? You left the job unfinished there, you might as well! Then who knows where after that? Manehattan, Las Pegasus, Fillydelphia, wherever's closest, I guess! They'll all get it eventually!"

"Shut up!"

"Why? Aren't I helping you? Isn't this helpful?! I'm just trying to help you find whatever it is you're looking for because, whatever it is, I sure as hell hope it's worth all of this! I wouldn't be surprised if you really are changeling underneath all of that fur!"

"I AM NOT LIKE THEM!" he cried. "I never wanted this! I... I never wanted this!"

"Then what _do _you want Edge?!" she demanded. "What's this all been for?! Just because you're a little saddle-sore with Dusk?!"

"What do you care?! You're like him, taking all of the glory that should have gone to me! I fought Discord, I protected the stinking princesses and what do I get for it?!" His whole body was shaking even more now. "WHERE'S MY GLORY?!"

Now, she did go up to him. He barely had time to act before she grabbed him and dragged him over to the cloud's precipice.

"Look here!" She forced his head so he could see the city below. "Here's your glory, right here! That's what all of this has gotten you!" She held him there before flinging him aside. "Is it worth it then?! _Is it_?!"

His head was bowed low. She couldn't see his face, but his body was still shaking. A far cry from the pony that had strode through town, blasting at whatever he saw. Lying on the ground now, he just looked so pathetic she almost felt sorry for him. Almost.

He didn't even answer her. He just lay there, shaking.

"That's what I thought," she said contemptuously. "I'll tell you this right now. You carry on like you have been, you will be remembered all right, but not in the way you always wanted. But there is another way, Hard Edge."

His tone was aggressive, but his voice was shaking as much as he was. "Oh yeah?"

"Yeah. Thanks to you, we're short one flyer. We need to get to the weather factory if we're gonna beat these guys. You can fly pretty well, you've got combat training and you've got those fancy blasters." She approached him slowly. "If you wanna make up for what's happened, here's your chance."

"And... if I don't?" he asked weakly.

"Then you can just blast me outta your way and fly back off with the bugs. But I don't think you're gonna do that," she said simply.

"Oh yeah?!" She barely flinched when he pointed his weapon back at her. "What makes you think I won't?! Like you said, I've come far enough. I got no chance for anything else."

A different kind of laughter echoed in her mind. She could actually feel a tingling in her wings, like they were about to break again.

"There's always a chance," she said with conviction. "You just gotta take it."

She reached out with her hoof to help him up. She wouldn't be fast enough to dodge the blast if he decided to fire. This was her only chance. She looked past the barrel at him, at his angry grimace while his eyes started to shimmer. She heard a hum as the blaster started to warm up, could see the glow from the corner of her.

She shut her eyes when it fired. Only it didn't hit her. A loud screech made her glance back, seeing a changeling fall that had been sneaking up behind her, its head smoking a little. A second later, she felt Edge's hoof on hers.

"Okay then, Rainbow Dash," he grunted when she heaved him to his hooves, "you're on."

* * *

"Is this the place, Rover?" Dusk asked after arriving at a fork in the caverns and a long period of silence getting there.

"This is the place," confirmed the dog, pointing down the lower tunnel. "This leads to a garden that comes out into a lower part of town."

"We learn not to use it after we scared a kid pony in her garden," put in Spot. "Didn't want the guards finding out where we were."

"The sympathy you feel for that traumatized child is overwhelming," remarked Ray.

"What? We're gem finders, not therapists."

"And this way?" continued Dusk, before another argument broke out. "This leads to the upper part of town?"

"Yes, I recognise it." Cadence pointed in the direction of a gorge, to part of a derailed track. "That was where Twilight and I flew in order to get out. This path should take us up to the opening we used to get out."

"Good, then this is where we split up." He pointed to the two dogs and Ray. "You three go to the lower town and get to the train station. If there's guards there, take them out. If there's barricades, disrupt them somehow, but make sure the train can get in and make sure you're not spotted."

"Yeah, I remember," he nodded. "Then you two are off to the upper town to do your thing."

"Exactly. We'll find out where they're keeping the ponies here and try to free them before I give the signal. Don't worry about us, just stick to the plan."

"You got it." He frowned. "You sure this is going to work?"

He shrugged. "It's the best plan we've got. There's only one real way to find out."

"Too true," he smiled. "I know this sounds kinda redundant but you two be careful, okay?"

Dusk couldn't really think of what to say, other than, "Yes. You too."

With a grin from his friend and even what looked like respectful nods from the diamond dogs, Dusk set off up the tunnel. The two of them once more lapsed into silence, not that Dusk was looking back at his royal companion. He kept his eyes focused on the path ahead, trying to ignore the lingering echoes of that dog's howls echoing in his mind.

It had taken him a while to dawn on it. This was the first time he'd seen death. He'd read about it enough times, gotten emotional in stories where a character he'd liked had died and he'd been in more than a fair few fights. He'd coped well enough with those and even then, he'd been worried when his friends had been hurt and feared for their lives. But they'd all come out safely.

This time though... he had been responsible for the life of that diamond dog. The whole reason he was here was because of him. It didn't matter if his life had consisted of digging for gems and even kidnapping ponies, he still had a life. It had been his to live and any number of things could have happened in his future.

But that wasn't possible now. In one moment, all of those possibilities had been extinguished. There was nothing that could be done to recover them... and he was the one responsible for it.

Cadence appeared to read his mind. "It was horrible, wasn't it? That poor diamond dog. One minute he was there, the next... it's just horrible."

"I know," he murmured.

"I wish there was something we could have done to save him. I know it's too late now but..." She trailed off. "I hope the others don't hold it against us."

"They don't seem to," he noted. "They seem to respect us more."

"There's a good reason for that. After all, I'd say you definitely earned it."

"I don't see how," he said bitterly.

Quiet settled again briefly. "You can't blame yourself for what happened, Dusk."

"Why shouldn't I? I was the one who failed to act, so I suppose the blame does fall on me, if that's the case."

"That isn't true..."

"Don't say that..."

"I will, because it isn't-"

"No, don't say that, because it is!" he insisted, his voice breaking. "It was my fault that he died, Cadence. I could have gotten there quicker, I could have saved that dog. I wasn't fast enough..."

"You mustn't blame yourself, Dusk. You did what you could, we all did but there was too much going on."

"But what is something like this happens again? What if next time it's somepony I know, one of the girls? What if... what if Twilight... what if she already...?"

Cadence's tone was gentle, but firm. "You can't be thinking like that, Dusk. Shining told me once that no matter how good your training might be or how well prepared you are, somepony is always going to get hurt in a fight. At the times it gets worse than that, you can't let that get to you. Remember those who have fallen, but fight for those who remain. That was what he said..."

"And you accept that?"

"I'm a princess, Dusk. We accept very early that as good a ruler as you can be, there's always going to be one pony who isn't completely satisfied with how you're doing things. You just have to try your best to make things better for those that are. And I can do that fighting on, like my Shining told me. By stopping the one who's really responsible..."

She didn't need to say her name. In his despair, Dusk had lost sight of the real enemy here. It was Chrysalis who invaded Canterlot, who held in her grip, who even now still sought to subjugate his fellow ponies to sate her own greed. They had to be the ones to stand up to her, to prevent her from doing just that. Like Cadence said...

His admiration for Cadence, as well as Luna and Celestia, grew at that thought. Truly, he thought, the strength to lead, both in peace and in war, must be great indeed. Right now, Cadence still had that strength and kept up the fight, despite what had happened and still might happen. If he couldn't keep that strength, then he might as well just turn back now. He had to remember why he fought, like Rarity had said. For his home, for his friends.

For Twilight.

He could mourn for that diamond dog later, take the time to even learn his name. Right now though, he had more important things to focus on. Like making sure no more deaths like his happened.

"A well made point." He sighed in concession. "I'm sorry, Cadence. I'm acting like this when I barely even knew him. I didn't even know his name. How strange is that?"

"That's not strange at all, Dusk." She smiled gently. "It just shows how much you care. As I understand it, it's a trait that's very much admired by those you know, one in particular."

He returned it, a faint blush coming to his cheeks. "Thanks."

"Anytime." Her smile dropped when she, along with Dusk, heard something moving up the tunnel. "Quick, hide!"

They quickly hurried into an alcove in the cave wall. Up ahead, he could see the sun shining in through the cave entrance they were headed for. Silhouetted against the cave wall were two, now very familiar shapes, accompanied by their aggressive voices.

"I'm telling you, I heard something," one of them was insisting. "It came from down here."

"Yeah, I remember the last time you said you heard something," remarked the other. "Somehow, I think that dripping water is going to be just as threatening as it was last time."

"It wasn't water! It sounded like voices, coming up the tunnel. Hoofsteps too."

"Oh, so it's walking, talking water now. Wow, this I've gotta see."

"For the last time, I know it isn't water this time! At least I take my job seriously."

"And at least I'm not jumping at my own shadow all of the time."

"I told you, I thought it was an enemy!"

"Yeah, next to water, shadows are our greatest enemy. Watch your back, because they're always there."

Fitting, thought Dusk, in this case, he wasn't far from the truth. He called upon his magic, reaching into the depths of darkness. Out of the corner of his eye, he saw Cadence preparing a spell of her own. He'd hoped they would get out of the caves without any more trouble, but they could still take out these two without any trouble.

Whether or not they could would soon be put to the test, since the two bickering guards were just coming around the corner.

"Look, when we get there, you'll see I was right."

"What, about your shadow or the water, because I can see and hear both of them right now. Still trying to decide which the bigger threat is though."

"You're a jerk."

"You're an idiot."

"And, for the record," put in Dusk, stepping out of the alcove with Cadence, "you were completely right."

The two changelings stared at them for a few seconds, before one looked smugly at his comrade.

"Told you," was he all had time to say before they were both out cold.

"I'm glad we let him have his moment," noted Cadence. "Well then, Dusk, shall we make our presence known?"

"After you, your highness," he offered.

"Such a gentlcolt." Quietly, they slipped out of the cave and into the light of day.

He slid while she flew down the small cliff face, landing on the street below. Cadence landed in the shadow of a building with him, allowing him to enshroud them both. He looked around the street, his spell being empowered by Cadence. Their approach had gone unnoticed by any of the changelings nearby. Time to move up.

They slipped into one of the darkened alleyways. The darkness here was a lot more prominent and would be a lot less conspicuous than if he were suddenly making the houses in the street darker with his magic. He would have preferred if it were night time, but he would have to make do. It was better than nothing.

Their goal was to make the most of their unnoticed presence by finding where they kept the prisoners. Since they were using them for feeding, it stood to reason they were being kept in a large, open space somewhere they could all feed at once. There were a few places like that in Canterlot and his aim was to check them in hopes of finding somepony who could help them, preferably guards.

The silence was almost eerie. Compared to the commotion he was used to seeing, the usual bustle of the elite and even the attack of recent, it was strange seeing Canterlot so quiet. Add to that the damaged buildings and it was almost a ghost town. The only signs of life were the changelings that now and again marched or flew by, either on their own or in groups. It looked like the bulk were away in Cloudsdale, as he had anticipated.

Whenever a patrol did pass by, they would stop and watch them, make a mental note of the time that had passed between the last one. If they thought the city secure and most of them were away in another battle, then the Swarm's remaining soldiers in Canterlot would be focused on protecting the queen and guarding their food. A larger concentration of guards would help them find the latter. The more guards they found, the closer they were getting to the prisoners and the more careful they'd have to be.

They kept to the alley ways, only going by the main roads where it was absolutely necessary. There were more guards on those than in here, so they were able to mostly slip by unnoticed. If there was one or a few stragglers in their way, Dusk would just use a mental trick or a puppet to make him move out of the way. For the most part, it was without a hitch.

Except for one moment.

They had just emerged onto one of the main streets. Unfortunately, it was at almost the same time that a patrol was coming around the corner. His heart racing, Dusk shoved Cadence into the next alley across and joined her, enshrouding them in as much darkness as possible. He fixed his eyes on the entrance to the alley and waited.

A few moments later, two changelings arrived, standing at the mouth. Their piercing blue eyes searched the shadows and he could swear he saw their noses twitching. Like they were sniffing for them. Had they noticed something amiss? Had they seen them diving into the alley? Would they come and investigate? If they did, Dusk wasn't sure if he could take them out without alerting the others.

They stood there for a very long minute. He would have been tired from maintaining this spell, but Cadence kept his energy up. Neither of them dared to breath. Finally, they turned away and left. They waited for a few seconds, but they didn't come back. There was no immediate rush to their postion. It looked like they were safe.

"That was too close," Dusk breathed. "Come on, let's keep searching."

"Dusk, wait. I think I see something, down the other way." Cadence pointed. He saw a flash of coloured fur there.

He nodded. "Let's have a look. Keep an eye out and stay close."

They moved with the shadow, the coldness counteracted by the warmth of Cadence's body practically pressed up against him. Though he was well aware of their position, Dusk still had to fight to control a blush and hoped the darkness would conceal it. He peered out of the alley when they were close enough, but not so as to expose themselves.

Dusk recognised the area. They he was looking out into Coronation Square, a leisure and business area on the way to the palace. There were still ponies gathered here, but not in the normal sense. They were all being held in place by the adhesive green substance the changelings excreted. It didn't look like the entire population, but there were still a fair few citizens, including a number of guards.

At last, they had found them. Now they had to set about freeing them without the guards noticing. It would be challenging, but he had faith in Cadence's and his own abilities.

He turned back around to Cadence and saw something black covering her mouth. He froze when his eyes followed it to the end. Her eyes were wide as an ice blue pair stared out of the dark at him.

"Don't even try it, pony," the changeling hissed.

Dusk looked at the changeling. He looked at Cadence. He saw how close he was. His orange hoof shot out and hit him in the face. He went down instantly, Dusk already at Cadence's side.

"It's okay, I'm fine," she assured. "He snuck up on me, I didn't see him."

"At least you're okay," he murmured. "Come on, we have to move before anymore of them spot us."

"Too late for that, pony."

His head whipped up. Dusk stared at the five changelings buzzing above them. He glanced down the alley. If they could get out and hide somewhere, they might be able to give them the slip. It was rather dark in the alley, enough for a sudden burst of light to have effect.

He fired one up into the air, covering his own eyes from the bright flash he created. Hoping it had the effect of blinding them, he sprinted towards the end of the alley. It was only when he emerged, however, that he was greeted by many more changelings. They had been waiting for them, expecting them to try this.

Before he could act, he was jabbed in the side. He turned and was kicked in the back of the head, followed by his flank and finishing with the back of his knee. He buckled to the ground, tried to push himself up on his forelegs, but stared up into the face of a changeling.

"Going somewhere?" he hissed. "What were you two doing, sneaking around?"

"Ah. Well, we were just seeing the sights, but I can see that this part of town is closed, so we'll just be on our way." He jabbed quickly, but the changeling was quicker, knocking him down again.

"Don't even think about getting up." A glance revealed that they were completely surrounded.

"Dusk!" Cadence's horn started to glow, but she cried when a strike from a changeling cut her off and forced her to the ground.

"You thought you could hide from us?" he sneered. "We remember back in Ponyville, thought we saw your fancy magic shadows playing up in this alley and decided to investigate. Isn't great when you're right?"

Time for Plan B.

"Very well, very well." He raised his forelegs. "You win. We surrender, don't we Cadence?"

"Yes, we do," she echoed. "We surrender, just... don't hurt us, please."

"Can't make any promises. Stand up, slowly." He did as he was ordered. "Good. Now, come along with us and don't try anything."

He started slowly, then shoved the changeling out of his way. He fired a light ball at the changelings in the air, but they darted out of the way. It exploded brilliantly in the sky, but didn't do much else other than look good and earn Dusk a few more punches.

"We'll be sure to get you a magic resistor soon enough," the lead one said. "Just so you're not tempted to do anymore light shows."

He saw Cadence also being forced back to her hooves, surrounded by a number of changelings. Many more hovered in the air above them or watched from the roof tops. They gloated triumphantly down, cackling mockingly at them and hissing with anticipation. It looked like they didn't suspect anything and Dusk aimed to keep it that way. He kept his head down, doing his best to look forlorn and hopeless.

He glanced at Cadence. She was putting on the same act and looked up at almost the same instant he did. Her eyes flashed in understanding. She remembered what they had talked about if they were caught and was glad he had planned for the possibility. Whether or not it would work was yet to be seen.

They were pushed into Coronation Square. . Perfect, thought Dusk, as they were forced into the centre, the changelings around them forming a tight circle. Just as he had hoped. More changelings there hissed in triumph, while a few ponies groaned with despair. Hopefully, that wouldn't last for much longer.

He looked around at their faces. They looked weak, drained. The changelings wouldn't want to kill them, keeping them alive for as long as possible to feed on. They still looked like they'd been through quite an ordeal though. It again only served to remind Dusk of who the one truly responsible here was and that she needed to be stopped. Like Cadence had said.

Almost as soon as his thoughts strayed to her, she arrived. She flew down from one of the balconies in the palace, hovering above them while being flanked by her guards.

"Back so soon?" she called down from on high. "I thought you two had decided to just throw in the towel, get hitched and make the most of Cadence's honeymoon."

"The beach wasn't too nice this time of year," countered Cadence. "I hear it's a lot more active here in the city, buzzing with activity."

"There's certainly no shortage of that." She chuckled in her distorted voice. "You utter fools. It really would have been so much easier for you both just to flee and hide away somewhere, yet you drive yourselves on delusions of heroism, like you actually have a chance."

"I suppose we were drawn to the familiar," replied Dusk. "Delusions of heroism, delusions of conquest, how could we stay away?"

"And yet you're the ones who are captured and it is my army that stands triumphant," she retorted. "I think it's clear who the deluded ones are."

"I'd say so too," agreed Cadence. "So does that mean you've conquered Cloudsdale now and are ready to try Ponyville again, after how triumphant your army was last time?"

She bristled slightly. "Only minor setbacks, nothing more. My changelings will conquer all of Equestria in time, no matter who thinks they can stand in our way."

"Then it'll take a lot of time, because everypony in Equestria will stand in your way." He smirked up at her. "If you can't even take over one small town, what chance to you have against the entire kingdom?"

"More chance that either of you have of escaping," she snapped. "I knew your love for your precious Shining and Twilight wouldn't keep you away, but even I didn't think you'd be stupid enough to try something like this."

Dusk laughed bitterly. "Funny, because I didn't think you'd be stupid to think you could take the one I love away from me and actually think you'd trick me by replacing her. You really don't know me if you honestly thought that would work."

"It worked on dear Shining Armour and you seemed rather convinced at the time," she taunted. "I'll bet you couldn't even tell the difference."

"But I did and not even Shining is under your control anymore." He shook his head. "Doesn't that tell you anything?"

"Only that you won't be so lucky next time," she hissed.

"You just can't see it, can you?" Cadence didn't look anywhere but at the queen. "You might think you understand love because you feed off of it, Chrysalis. In the end though, no matter how convincing your disguises are or enthralled your victim is, there's something there you just can't quite mimic. All you'll ever do is crave it more and more, never truly experiencing it yourself. Honestly... I feel sorry for you."

For a moment, the queen actually looked shocked. Almost like Cadence's words had struck something with her. Then, she laughed again.

"What an absolutely ridiculous sentiment!" she mocked. "You think to pity me when it is you two who are at my mercy, ready to be food me and my subjects. What did you even hope to accomplish coming here?"

"Exactly what you might think, your highness. To free our friends, save our loved ones and to stop you."

"Indeed?" She laughed mockingly. "You and what army?"

Almost as soon as she spoke those words, an echoing cry sounded from below them in the lower town and Dusk smirked again.

"Why, that one, of course." He stole a look at the lead changeling. "You may have seen my tricks with shadow, but I started out with light. It really helps catch the eye."

"Then... you...?"

"Correct." He shook his head. "You should know how to recognise a signal for an attack more quickly than that."

The bold cries, the sounds of commotion and fighting began to increase. In the moment where almost every changeling suddenly tensed, looking off in the direction it came from, Dusk felt a pair of legs wrap around his waist and the sensation of being lifted off the ground. The closest guards turned, but he kicked them to the floor with his rear legs while Cadence carried him into the sky.

"No! Stop them!" Chrysalis's order came at the same time Dusk used bladed shadows empowered by Cadence's magic to slice through the bonds that held some of the guards down.

They practically collapsed when they were released. They tried to get up, but were clearly weak from having the changelings feed on them. He had anticipated this and Cadence was already preparing another spell in accordance with the plan. Her horn flashed and flocks of magical love hearts flew towards the guards. Returning the favour, Dusk added a bit of his own magic to the spell, streams of butter yellow energy flowing to the guards as well.

Now, they rose to their hooves with a new vigour and energy.

"The time has come!" he announced. "Do your duty to Canterlot, to Princesses Celestia, Luna and Cadence! Repel these invaders! Reclaim your home!"

The guards added their cheers to the cries, like an echo that had begun faintly, now ringing in the ears of all present. They rounded on the closest changelings, launching themselves into battle or releasing more of their fellows.

Dusk saw Chrysalis's face as he rose higher. For the first time, her smug triumph had completely gone. Her fangs glinted, her eyes burned with anger, fixed on Dusk and Cadence. They'd really stirred up the hive now.

"Go, my minions!" she commanded. "Do your duty to your queen, for changelings everywhere! Don't let them defeat you! We shall be triumphant!"

"Who's deluded now, Chrysalis?" called Cadence. "Your tricks and disguises won't help you now!"

"Don't speak to soon." She began to turn away. "My army has defeated you once, we shall do it again. We shan't succumb to your pathetic efforts! We shall face you, without fear!"

"Then why are you running?" asked Dusk.

She only hissed and strode off. He was about to tell Cadence to take off after her when she banked suddenly, something whizzing by them. He looked to see three changelings turning around to intercept them again.

"We need to link up with Ray!" he shouted to her, firing at their attackers. "We need to make sure he managed to find the others! We can't let these guys slow us down!"

"I'll find him!" promised Cadence, knocking one out of the sky. "You have your role, I have mine! Like you said, we can't waste time!"

"Are you sure you'll be okay?"

"I can handle myself!" She looked imploringly at him. "She needs you. Go. Find her."

They held each other's gaze for a few seconds, everything else fading away around them. Part of him thought he should stay, to help the effort as much as he could, but a stronger part of him knew she was right. There were others here to fight this battle, to lead them to victory. He had get to the heart of this and for that, his needed to be complete.

It was like a silent agreement they came to. He didn't even cry out in surprise when she let go, for he had already created a colour cloud carry himself down. He landed in the street below, turning around to see her still flying majestically, looking every bit the princess she was.

"You'd better make sure you find my Shining too!" she called.

"Of course!" he returned. "There's still a wedding to be had!"

"I'll be sure to save a dance for you!" she promised. With one last smile, she took off towards the lower town, firing bolts at a few changelings who tried to pursue her.

He watched her go, silently wishing her luck, then turned to behold the royal palace. It loomed overhead, looking far away and there was much opposition. All around him, the battle raged between changeling and pony and he wished that his friends were here with him. Part of him wanted to run, to find somewhere to hide, but he ignored it.

He might have once, but he wasn't that pony anymore. He was so much more than what he had been. He wasn't going to back down and he wasn't going to be stopped. If he ran now, then what was the point of any of it? If nothing else, he had to try. For Twilight.

He started off at a sprint, stopping when his name was called.

"Dusk Noir, sir!" He spun around to see Dreadwing and Knockout running to join him. "It is good to see you safe and well, sir!"

"Likewise to you, Dreadwing," he returned, though he watched them warily. "Forgive me if I'm somewhat cautious of your arrival."

The bat pony nodded. "Understandable, sir, due to my previous unwarranted assault on your person. I hope you don't hold it against me, sir."

"Not at all," replied Dusk, satisfied he wasn't an imposter. "And Knockout. The shine on your armour has seen better days."

"You don't know the half of it!" he shouted angrily. "I swear, those ingrates are going to regret what they did to me and my beautiful finish!"

"I'm sure they will," he nodded, relaxing after that. "How about you come with me to see if their queen won't compensate you?"

He grinned deviously. "Funny, that was just what I had in mind."

"If I may sir, it would be my honour to accompany you on this mission," offered Dreadwing.

Dusk nodded. "It would be my honour to have you, both of you."

"Thank you, sir." He glanced back at the sound of more hooves and smiled. "I believe there are some others who share our sentiments."

Dusk looked to see four more guards, another bat pony and three of the Sun Guard, galloping to join them.

"Did I hear right?" asked the bat pony. "You going to take on the queen bug?"

"That is correct, miss," he answered. "Can I count on you for assistance?"

"Name's Midnight Blossom and I can offer you a lot more than assistance." Blades flicked out of the guards on her forelegs. "I'll be right behind you, boss."

"As will I," put in the Sun Guard next to her, carrying a hefty spear. "Cloud Skipper, at your service, sir."

A large earth pony stepped forward. "Bulkhead, reporting for duty. I can give you force. Just tell me when to use it... and how much."

"Same for me," added a Pegasus. "Cliffjumper, sir. Been itching to give these guys the horns and it looks like this might be the best thing for it." He gestured to custom-made horns emerging from his helmet.

Dusk looked around at the six of them. Though he would have liked to have been with his friends for this, he knew that wouldn't be possible and who better to fight with than Canterlot's Finest? With such dedication to their duty, how could he turn them away?

"I'm not trying to dissuade you here," he told them. "We're going after Queen Chrysalis herself, while also rescuing Captain Shining Armour and Element of Magic, Twilight Sparkle. It's going to be dangerous, the changelings guarding them will be numerous and the queen will no doubt be a formidable opponent."

Midnight Blossom actually smirked. "I'm sorry, where's the part that's meant to dissuade us?"

"Very well then." He actually felt braver just being with them. "Once more unto the breach then!"

His memory flashed on saying those words. Alone, frightened, before a dark forest, full of terrors and danger. The ones he loved were in peril and he had stood alone, with only the smallest of hopes for saving them.

A long time had passed since then. He had grown stronger, he controlled his fear, he would face those terrors and defeat them. Most importantly, he wasn't alone, as the brave shouts and thundering hooves of his newfound comrades told him. Just like then, a single thought echoed through his mind, driving him onwards with them, at their head.

Hold on, Twilight. I'm coming for you.

* * *

Now it's really time to take it back! The final conflict draws near!

For those of you who recognised those two particular guards, I couldn't resist mentioning them in here. Can you blame me? Credit goes to Equestria-Prevail for their conception, I don't own them.


	21. What We Fight For

**What We Fight For**

It had taken a little bit of effort to get Blaze up in the air again, with both Rainbow and Lightning working together to carry her down to a base in control of one of the other attacking parties. Fortunately, one of her wings was still working so they didn't have to support her much on that side and her constant training as a Wonderbolt meant that she was fairly light. That meant they could get her down quickly, something she was thankful for.

They arrived at a small command post that had been set up by the Wonderbolt Fleetfoot inside of a small suburb home. The mare reminded Rainbow quickly of how well known she was for her speed by being with them almost the instant they walked in the door.

"What happened?" she asked quickly. "Is she okay?"

"She'll be fine, she got her wing clipped by some of the bugs," Rainbow lied. She decided it wasn't best mentioning the actual reason. "You guys got anywhere here for treating wounded?"

"Yeah, just in the back," she answered. "Doesn't this mean that your stealth team is a member short now?"

"It's not a problem, ma'am," piped in Lightning. "We've already found somepony to fill in for her."

Fleetfoot looked surprised. "Really? Are they any good?"

The two mares exchanged a look. "We hope so," replied Rainbow.

"I do too." She jerked her head in a brief nod. "You two had better get going. Every second the changelings are in Cloudsdale is a second I'd rather not spend."

"Yes ma'am." They both saluted sharply and hurried out of the house. "Wow, that was over quicker than I expected."

"Well, they don't call her Fleetfoot for nothing," remarked Lightning. "Really though? What do we think of this Edge guy?"

Rainbow considered the question. "I think that he's our best chance of getting through this."

"Seriously?" Lightning looked like she'd been slapped. "This guy was fighting with the bugs! How do we know we can trust him?"

"I don't trust him," corrected Rainbow. "I just don't think he's as convinced by what he's doing as he was before, at least where Cloudsdale is concerned. So long as the city is under attack, I think he's fine."

She raised an eyebrow. "You _think_?"

"Look, you saw what happened, I have too," she went on. "He could have blasted me away when he had the chance, but he didn't. He could have hurt my friend when she was helpless, but he didn't. He might be a jerk, but this is where he was born and raised. We need to show him that there's still a chance for him to help save Cloudsdale from his mistakes."

"And then what? We're just gonna say it's all cool and let him walk away, after what he's done?"

"No way. Once this is all over, he's gonna pay for what he's done, I'm gonna make sure of that," she promised. "But right now, let's give him a chance. If he does try anything, you can have the first punch."

Lightning still looked hesitant about the idea, but she nodded and smirked. "You can count on me."

"I thought I could." She returned it and the two of them flew off.

In all honesty, Rainbow had been surprised when Edge had actually defected back to their side. He'd seemed to hell-bent on getting his payback on Dusk that she thought it was all he cared about. But she sort of understood what drove him. He'd wanted appreciation he'd never got, trodden on in his eyes by the elite of Canterlot, so much so that he'd actually struck back out of spite for them.

It wasn't difficult to understand. After all, she'd once been driven by the same motivation. In the end, she'd got what she deserved for trying to grab all of the glory. She sort of hoped he might learn the same lesson. If not, he'd have a long time to think about it in Canterlot's dungeon. It'd be a lot kinder than anything she was thinking of doing to him.

They had left Edge with Thunderlane up near where they'd been fighting him. Since his notoriety was likely to have been noticed, they decided it was best not to bring him with them while they transported Blaze. Fortunately, the two stallions seemed to have remained out of sight and they were both still waiting for them.

"How is he?" asked Rainbow. "Has he caused any trouble?"

"Nothing, he's just been watching the fights down below," Thunderlane reported. "Quiet as a cloud."

"Yeah, just wish I could still kick him," muttered Lightning. "I still don't like this."

"I don't either, but we don't have much choice." Speaking louder, she added. "Okay Edge, get over here!"

The stallion remained staring off down below for a few seconds before obeying. He trudged over, giving Rainbow a hard look which she ignored. As if he was in any position to be unhappy.

"Right, so here's how this is gonna work," she started. "We're gonna fly on over to the Weather Factory and get inside it to turn on the generator. Once we do that, we can use the machines to make weapons against the bugs and kick 'em outta Cloudsdale for good."

"Sounds good to me," he grunted.

"I didn't ask for your opinion," she snapped. "Now, you're gonna come along and help us. Just so we're clear, I trust you about as far as I can throw you and I'm really trying not to find out how far that is, so it would be in your best interest to act like a good little colt on this trip so that I'm not tempted to try. You got that?"

He gritted his teeth. "Got it."

"Good. Lightning, you're my wing pony. Thunderlane, you stay behind us with our new friend. Make sure he feels welcome." She walked towards the edge of the cloud. "Right, let's move out!"

They'd already covered most of the distance had to, but they still had to move quickly in case changelings felt like following them when they saw them. They were moving deeper into the part of town that they controlled, so they couldn't afford to stop again.

Rainbow now and again glanced back at Edge. He too looked like he was having a hard time watching all of this. He must really feel it for his home. She briefly wondered what made him want to fight for Cloudsdale above all else, even his own pride. What kind of life had he had here? What was it that made him proud to be a Pegasus?

She didn't exactly have the time to ask him, nor much of an inclination since he had still betrayed them. Maybe she could find out later, when he would be behind bars where he really belonged now.

As Spitfire had said, the route that she explained to them led them to the rear of the factory. She saw the giant cloud funnel where they would enter, keeping on alert. Most of the changelings were now occupied by Spitfire's team attacking the factory, so their entry inside should go unnoticed. She hurried them inside before going in, drowning out the sounds of battle and focusing on her team's task.

It was a bit of a tight squeeze, but even when they were built into shapes, clouds could be easily moved, so they made it in without any issues, emerging into the cloud generating room. It was weird, seeing the condensers silent and the bellows devoid of activity. That would all change soon enough.

"Okay," she whispered. "We keep it quiet and head down to the generators. We get there, turn those on and then we can-"

"Watch it!" He pushed her out of the way and fired at the wall. "Sorry, thought I saw something."

"What the hay are you doing?!" she hissed. "Are you trying to get us caught?!"

"That is precisely what his aim was," a rasping voice said.

She whipped around. A changeling wearing blue armour, with a green crest decorating his helmet walked into the room, flanked by several of his fellows. More of them were coming now, emerging from behind the bellows, through some of the other cloud funnels and surrounding them in seconds.

Rainbow stood in a ready stance, but felt something cold pressed against her head, the hum of magical energy in her ear.

"I'm real sorry about this, Dash." It actually seemed like there was some sincerity in his voice.

"Yeah." She looked him full in the eye. "I am too."

* * *

Two of the changelings had turned into her, thinking they would have a chance of equalling her. A lasso quickly whipped around one of their necks so she pulled him over, punched him and kicked him back into his friend soon proved them wrong. Though the farm pony didn't like to brag, she just felt she needed to show them they didn't have much of a chance.

"Sorry, fellers," she said, tipping a hat to their unconscious forms. "Ya tried yer best, but somepony had ta come out on top."

"Ai-yup." Big Mac walked over from a ring of prone attackers, having the last one in a headlock. "Ya mind?"

"Not at all." A kick in the head stopped his struggles. "That oughta do it."

"Ai-yup. One down an' jus' a couple hundred ta go," said her brother, looking up at the city.

"We'd best get back to it then," she replied, galloping on through the streets.

Even though it was the former home of her friends, Applejack had never cared too much for Canterlot. It was too glitzy and uptight for her taste and she much preferred the inherent peace, tranquillity and stronger familiarity Ponyville offered. Right now, having the streets swarming with appearance-changing, love-eating, vampire-fanged insects wasn't doing much to improve her opinion.

Still, there were a few upsides. Not only did she have the muscle of her brother helping her out, but also that of the diamond dog, Fido. The big guy sported a massive, bone-shaped club and was swatting away changelings like flies. His fellow dogs also helped give them some extra muscle, usually being the first to charge ahead, aided by their strength and protected by their armour. She had to admit, they were pretty tough and confident. Or stupid.

That did mean she was having trouble keeping them under control .There were under a dozen of them and equal numbers of ponies, enough for dealing with what she had to do. They were supposed to be moving up further into the city, but she just couldn't get their attention. That was why she was now galloping towards Fido in the hopes that he could.

Why couldn't they all be like Winona?

"Hey, Fido!" she shouted. "Mind helpin' me out a lil' gettin' yer furry friends in line?"

"Why, hat pony?" he grunted. "You wanted dogs to fight, we fight. What else you want us to do?"

"Ah want ya ta fight the way ah want ya to," she told him. "That means we gotta get movin'!"

"But we can fight here!" He rounded on her. "Why should we listen to you?"

Big Mac looked him right in the eye when he strode up. "You arguin' with ma sister, dog?"

"What are you going to do about it, pony?" he growled.

"Ya wanna find out?"

Applejack tensed even further. The last thing she needed was the dogs and ponies in her group getting into a scuffle with each other. Fortunately, Fido didn't seem to think it was worth it.

"Have it your way." He pulled out a dog whistle, blowing it to get their attention. "Come on, dogs! More bugs this way!"

They all howled and thundered off in the direction he pointed. Fido glared once more at Big Mac and Applejack before running off with them.

"Thanks fer that," she murmured.

"No problem. Jus' hope we don't have ta deal with them once we're done with our common adversary," he said.

"You an' me both." She set off again. "Come on, let's get after 'em."

They were like a drill the way they tunnelled through the city. With the bulky diamond dogs in front crashing through any changelings that got in their way and the ponies behind them eliminating any stragglers, the two groups really compensated each other. All they had to put up with was the smell of the dogs downwind, but Applejack and Big Mac had put up with worse stenches on the farm. They could handle it.

They kept up this charge through the city, but they were soon stopped by another obstacle. She glimpsed green flashes in the air. Her group was already scattering and dividing when the changelings hit the ground like falling stars, rising up and pouncing on the nearest ponies. Those who tried to keep on running were prevented by another obstacle.

The changelings had formed a defensive wall in the street before them. They stayed together in a tight formation, steadily advancing closer. A few diamond dogs and ponies lay on the ground while they stepped over them, clearly having tried to break the line and failed. This combined with that air bombardment could really cause them problems if they didn't have a way to punch through, right now.

"Ah got this!" Applejack pulled out a party grenade. "Pinkie let me borrow a few. Jus' hope they work."

She pulled the pin on them like she'd been told and threw them at the changelings. She grinned when they reached them, but that soon vanished when one picked them up and threw them back. Didn't she say they had five seconds on the fuse?

"Everypony, down!" They all ran or hit the deck.

She was about to cover her head with her forelegs and hope they wouldn't hurt too badly... until she saw a yellow flash appear next to the grenades and Ray kick them back before vanishing again. They flew right towards the centre of the wall.

_BOOM!_

It completely broke apart, scattering changelings and sending them flying. Ponies cheered and dogs howled before pushing on, knocking aside any changelings who were unlucky enough not to have been taken out by the blast.

She grinned when she heard the flash behind her. "You, sugarcube, pop in weirder places at stranger times more'n Pinkie Pie herself."

"I'll take that as a compliment," he said, returning it. "Need a little help here?"

"It's what we pay ya for. The others make it through okay?" she asked while they started a run.

"Pretty much. Spot's hanging back with Pinkie at the station and Rover went off to help Rarity." He laughed suddenly. "They actually did rock paper scissors to see decide who should go."

"Can't blame 'em," she said. "What about Cadence an' Dusk?"

"She's gone off to free some guards, like we planned and I don't know where he's gone." He looked momentarily concerned before his grin popped back up. "Maybe we'll bump into him too."

"Would be nice ta see him," she agreed.

They advanced a little further into a view-top cafe. Looking around, it was clear that some of the fighters needed a break and she needed one too. She assigned two of them to watch the doors and looked out at the city below. She took off her hat and wiped the sweat that had formed on her brow while she tried to make out some of the other battles below.

It wasn't an entirely disorganised rabble, as they did have a plan. They had all been divided into groups again and had been given specific objectives. Pinkie Pie and Zecora headed a team who had the task of keeping the train station secure, in case they needed to retreat and would have a clear line of escape open. Rarity and Spike were heading an attack into the surrounding area, with the intent of expansion into the lower town.

Applejack, along with her brother, had the task of leading a team to find and link up with Cadence. They were rather small compared to the other two, but they hoped to combine their numbers with the guards that Cadence intended to rescue from one of the prisoner camps. With those combined forces, they would then help more with their aggressive expansion, pushing the changelings back until they took the royal palace.

"So far, so good," she said. "At the rate we're goin', we might actually take the city back. Be good when all this is over, won't it, Ray?" He didn't reply. "Ray? You there, hon?"

"Huh? Yeah, fine," he replied absently.

"Now, ya know not ta lie ta the Element-a Honesty, sugarcube." She placed a hoof on his shoulder. "Tell me what's wrong."

He was silent for a moment. "Just hoping Dusk is okay."

"Ah am too," she murmured. "We're all doin' what we gotta do, Ray. He can handle himself."

"I know, but still... he's gone off to face Chrysalis, with none of us watching his back. I know he said he'd find some guards but... I wanna help him out too," he admitted. "I wanna help him end this thing. Chrysalis has a lot to answer for."

"Get in line, hon," she chuckled. "Well, ya got yer teleportin', so ah reckon ya could get up there pretty quick, if ya head off now."

"You guys sure you don't need me here?"

"We'll be fine. 'Sides," she added, "when Dusk finds Twah'light, ya might wanna be there fer that too. Might make a good addition to yer book."

"I hadn't thought of that." His grin soon returned. "Well, time to go recklessly seeking some inspiration then. Good luck, AJ."

"You too, Ray," she wished. "Ya know, this cafe's pretty nice. When ya come back, ah'll buy ya a cider, see how well Canterlot makes it."

"Yours is still the best." He grinned one last time before teleporting away.

She saw him appearing on and galloping along one of the streets that led towards the palace. It would have been good to have him along, but she couldn't make him stay. He wanted to help a friend and had the power to do so. Who was she to stop something like that?

"Applejack!" One of the guards called her over. "We're about to have company!"

She nodded. "Okay everypony, form up an' help reinforce the exits. We keep 'em out, 'til we can push back out onta the street."

"No, it's not them!" he corrected. "They're on our side!"

Curious, she hurried over to the window, hoping it would be what she thought it was. Her face broke out in a smile when she saw Cadence arriving, a whole load of royal guards following in her wake. Not wasting any time, she galloped out to meet her.

"Got us a lil' more muscle, huh?" remarked Applejack.

"You noticed?" Cadence returned. "We'll keep a good few of the fighters here, but the rest of us will be going on to the wedding hall, to free my aunts. Feel like tagging along?"

The farm pony nodded. "Gotta do some hard work 'fore the end-a the day and these guys just ain't makin' me work a sweat."

"Ai-yup," agreed Big Mac.

"Well, there'll be plenty more where we'll be going." She flew higher again. "All of you guards, follow me! To the higher town!"

"Everypony who's in ma group, follow me ad Cadence!" chorused Applejack. "We got some princesses ta rescue!"

As those ponies began to flock towards her, Applejack turned to look once more back at the path that Ray had taken. She silently wished him luck again, tipped her hat in the general direction and galloped back out into the fight.

* * *

They had been making good progress, Dusk and the royal guards who were assisting him. Much like when he had been fleeing the city, Dusk led the team on a furious sprint through the city. They only stopped very briefly to fight and they were very exemplary when they did.

He watched Blossom and Skipper, the latter using his spear to strike changelings at a longer distance while the former slashed at any who got too close with her knives. He watched Bulkhead heft Cliffjumper off his hooves and throw him towards flying changelings he rammed with his horns. Knockout used the shine of his armour to blind changelings so that Dreadwing could finish them off.

They worked perfectly as individuals and as a team. It reminded Dusk a lot of him and his friends. They knew that their goal was to make it to the palace as quickly as possible and showed that they were going to help him achieve that.

They'd lost Cliffjumper when he saw an example of that. He had just rammed his horns into a changeling when another, falling from the sky, had crashed right on top of him. He had heard sounds of struggling coming from the crater and had tried to double back for him, but Midnight had forced him back on.

"Focus on the mission!" she yelled. "He knows what he signed up for!"

Dusk knew she was right. But that didn't make running on ahead any easier.

Dreadwing became lost to them too. Some changelings landed right in front of them to block their progress down a narrow street. He had charged in front of them, engaging them and leaving a brief gap that Bulkhead was able to tunnel through for the others. When Dusk had looked back, the night pony was already being surrounded by changelings.

"Go!" he urged. "Make safe this city! For the love of Princess Luna!"

Even more began to arrive. He lingered for a few more moments, tore his gaze away and resumed the charge with the others.

He'd hoped it would be fine when they reached the palace until they emerged up from the streets. How wrong he was.

A massive horde blocked their way, among their number were members of the queen's guard, recognisable by their blue armour. Dusk looked back and saw another equal horde coming from behind that had been following them through the city.

He could see the doors to the palace, they were so close, just like when they'd tried to get the Elements when all of this began. If they could just fight their way through these changelings... there were so many of them...

He felt something grab him and haul him up off his hooves. He was about to lash out, unsure if it was Bulkhead lifting him up or a changeling posing as him. Again, it was Midnight who got his attention.

"Dusk!" He looked to her. She nodded grimly. "Go get her."

Before he could even yell, the massive earth pony flung him over the changelings on the ground. Dusk turned his hooves orange, barrelling his way through the ones that got in his way in the air and used a colour cloud to land right in front of the palace door. He paused, glanced back at the guards as the changelings surrounded them. He saw others beginning to pursue him.

He whipped back around to the doors and threw them open, hurrying inside and slamming them shut. They had given him this opportunity and he had better not waste it.

It was strange. He could still hear the sounds of battle muffled outside, see explosions flash across parts of the city through the windows. Yet inside the entrance hall, it was mostly quiet. Everything felt unnaturally still after all of the activity he had seen in the streets. He almost expected something to leap out of the long shadows cast by the sun streaming in through the windows. Perhaps more of Chrysalis's guard waiting for him.

But there was nothing. No guards, no movement, not a sound to be heard from within. He found that unsettling somehow. Had they engaged most of the ponies outside? Were they all fighting elsewhere? Why would they leave their queen completely unguarded like this? Something wasn't right here...

He resolved to remain on guard and keep moving. The key to ending all of this was finding Chrysalis. Once she was defeated, the rest of her minions would surrender, he hoped. He would have preferred not to face her alone, but he was confident in his abilities. Perhaps he might find Shining or Twilight or both and free them. They could defeat the queen together. It wasn't just that...

Just seeing her again, holding her... the thought of that drove him on down the hallway, his hooves echoing all around.

He stopped before the doors. He didn't have to open them to know that Chrysalis was right behind them. He briefly considered turning away. Very briefly. Then a little more light was provided when his aura surrounded the doors and flung them open with another echoing sound.

Sure enough, there she was. She was sat upon the throne, staring across the room with her hungry, wide-eyes. Again, there was no sign of any guards or soldiers. It was just her, waiting for him with that smirk on her face.

"How nice of you to join me," she purred. "Shall I have one of the servants fetch us something? Perhaps some tea and cake so we can have a little sit-down, get to know each other better? I feel that we got off on the wrong hoof."

"That's hardly due to any fault of mine," he countered. "It's over, Chrysalis."

"Is it?" She cocked her head to one side. "Because from what I can hear, my changelings are still putting up a fight. I'd hardly call it over, wouldn't you?"

"It soon will be." He was in no mood for her tricks. "You still have a chance to surrender and leave."

She laughed. "Why would I want to leave? I'm quite comfortable here."

"Because that throne isn't yours."

"Oh really?" She morphed into Celestia. "How about now?" A second later, she was Luna. "Or perhaps this would be more to your liking?"

He shook his head. "You can change your form as much as you like, but that doesn't change who you are beneath it."

"I suppose you would know?" Another flash and he was looking back at himself. "You can come here, little Dusk, all dressed up for war and leading your friends off into battle with all of your noble ideals, all of the time trying to hide fear you're so desperately trying to ignore. I have conviction in my goal, Dusk. Do you?"

He tried to ignore that she was mostly right, "I'm doing what I know is right."

"So am I," she returned. "If that's the case, which of our goals truly the right one?"

"I didn't come here to argue philosophy. I came here to put an end to this invasion and to find somepony that you took from me." Rising above that fear suddenly became easier at the thought of her. "What have you done with her?"

"With who?" she asked innocently. "You'll have to be a little more specific."

"Enough games, you know exactly who I mean!" he snapped. "What have you done with Twilight?"

"Oh, well why didn't you just say so?" She raised a hoof to her left. "She's right here."

He turned to look. He could hear hooves coming from the shadows next to the throne, saw a flash of lavender against the black. Something caught in his throat when she stepped into the light. He didn't even care that there was something very wrong about this.

"Twilight...?" His voice was almost a croak. "Is it... really you?"

"The one and only," confirmed Chrysalis, still with that smile. "Though I think you'll find she's a little bit... different."

"What have you...?!" His words died when he saw the faint, green glow in her eyes, a vacant expression. "No... no..."

"Yes, yes," his own voice replied. More hooves sounded from where she had come from. "Don't worry, I've been taking good care of her."

Another changeling wearing Dusk's form stood beside her. He placed a foreleg around her, his eyes glowing the same colour that hers were. He had to control his urge to run up and hit him.

"Get away from her!" he shouted.

"But I couldn't do that." He traced a hoof down the side of her face. "She loves me. She just wouldn't be able to go on without me, nor I without her, since you rejected me."

Dusk's eyes narrowed. "Not you..."

"Yes, me," he confirmed. He pressed himself against Twilight. "We do make a good couple, don't we my love?"

She nodded mutely in response, her eyes unfocused and still glowing green. That urge was becoming harder to resist.

"Stop it, right now!" He snorted aggressively. "Get away from her or I swear I will make you!"

"Do you hear that, Twilight?" he purred in her ear. "He's threatening me. He wants to keep us apart. He's a changeling, here to take you from me. Are you going to let that happen?"

"No..." Her voice was distant when she shook her head. "Won't... let it... happen..."

"I didn't think you would." He stepped back and moved his hooves in a gesture of offering. "Whenever you're ready, my love."

"I'm ready..." Her eyes suddenly fixed on him. Her horn started to glow. "I won't let you hurt him..."

"Twilight, please, don't listen to him," he begged. "It's me, it's Dusk-"

He ducked when a magical bolt whizzed over his head. He rolled to the side when another shot at him, raised a shield to block another. Even though he flinched when they struck, he could still see Twilight striding towards him. Even then, there was still something dead-like in the way she moved.

"I won't... let you hurt him," she repeated, firing off more bolts.

"Twilight, listen to me, he's the one tricking you." He removed his shield, looking right at her. "Look at me, you must know it's really me."

"No." He stepped back when she swung her hoof at him. "You... won't trick me, changeling."

"You're being tricked already!" He stepped back again to dodge another. "I know how it feels, but you have to believe me! You have to fight it!"

"I already am," she responded dully, pressing him against the wall. "You... can't beat me."

"I don't want to try." He flashed an orb briefly in front of her, pushing her off when she faltered. "I'm not going to fight you."

"Unfortunate..." She rubbed her eyes and looked back at him. "Because... I will."

She vanished in a flash of light and he whipped around when he heard her appear behind him. He managed to block the punch she threw and pushed her back. She was open for an attack, but he didn't take it. Instead, he put more distance between them, blocking and dodging when she fired more bolts of magic.

She started to walk towards him again, firing as she came. He could at least stop her getting close without hurting her. He tried wrapping shadows around her legs to keep her back. She struggled for a few moments before her horn flared. He lost concentration from the sudden shock and ended up releasing her, only just managing to block her next bolt of magic.

Dusk had to dive aside when his shield lost power. He tried to get up, but felt something stop him. Looking down, he saw the floor bubbling like quicksand. And he was sinking into it. He reached into the shadows, a tendril wrapping around his leg and pulling him out just as she appeared before him, more bolts shooting after him. He scrambled away from her again, placing up another shield.

He just had to keep away from her, wear down her strength. Once she tired, he might be able to restrain her, get her away from the changeling and try and break his hold on her. At the minute, her more advanced training was becoming evident. The magic she used meant he had to put more power into his shields than normal. With little chance to recover from the fighting before, his energy reserves were dwindling.

He had many opportunities where he knew he could attack her. But he just couldn't. This was no changeling, this was the actual Twilight. Even against a changeling, he had really push himself just to fight back. Here, that push was gone. How could he bring himself to hurt her?

So their fight went on, his imposter and Chrysalis watching it gleefully. It went on, him steadily growing weaker, her not letting up.

He became aware of something else. The sounds of battle outside seemed to have gotten closer. He thought he could hear a commotion out in the hallway, yells and sounds of magic being cast. Changeling or unicorn, he couldn't tell. Twilight turned her head toward the sound, the Dusk-changeling looked apprehensive while Chrysalis remained calm.

"Pay it no mind," Chrysalis assured the tense changeling beside her. "My guards won't let them get in here. If they somehow do get in here, we'll deal with them."

"Of course, my queen," he murmured, adding loudly to Twilight. "Don't worry, my love! We're safe in here! Hurry, stop him before his friends arrive!"

"Yes... of course..." She turned her attention back to him.

She looked confused. "Why? Why... won't you fight me?"

Cadence had tried this with him. Was it working now with her?

"I've already hurt you once." He blinked away the tears in his eyes. "I could never bear to hurt you again."

"W-what...?" She blinked rapidly. Was it his imagination or were her eyes flickering. "I... I don't understand..."

"I think you do," he whispered, focusing on her and not the sounds outside. "If I really were a changeling, wouldn't I be fighting back? Wouldn't I stop you from attacking me? But I haven't. I haven't tried to hurt you. So what could that mean?"

He could definitely see purple replacing green again. "That... you..."

"Yes," he nodded, stepping closer to her. "I'm the real Dusk. He's the imposter, not me. You know that, don't you?"

"I... I..." The glow of her horn lessened, life returning to her eyes. "D-Dusk...?"

"Yes..." He reached out for her. "It's me, Miss Sparkle. I'm here for you, just like before."

Her leg twitched ever so slightly. Like it too might slowly rise up to meet his. Her eyes were almost back to their lustrous shade of purple once more...

"That's just what he would say," said the hypnotic voice of the imposter. "Don't let him trick you, my love. He knows he can't beat you in a real fight, so he's resorting to cowardly tactics."

"No." He shook his head desperately when he saw the green begin to return. "No, I'm not, it's really me."

"Don't believe him, Miss Sparkle," he purred. His horn was glowing too. "You have him now, quickly! Do it!"

"No, don't listen to-!"

Another flash went off, followed by the feeling of his hooves leaving the floor. He tumbled through the air before hitting the ground again, sliding across the ground before coming to a halt. He recalled the last time he felt a spell like that hit him, fittingly from the same unicorn.

His vision was blurred from the spell, his thoughts unfocused. He could see her, make her out striding towards him. The glow from her horn was even stronger. Through his ringing ears, he could hear the imposter and Chrysalis laughing. He tried to move, but felt her magic bind him in place. He didn't have the strength to break free.

It was becoming clearer now. She was standing right over him. At least he could see her one last time before the end.

Then the door burst open.

* * *

The changeling Ray had punched was knocked right off his hooves. He actually flew backwards into the door, knocking it open and saving Ray some effort. He'd already had to fight his way through a few more of his friends to get here, they could at least be nice enough to open the door for him. He wasted no time in galloping into the throne room.

Chrysalis looked up from something she was watching as if he were only a minor distraction.

"Ah, and here's the non-Element, come to save his false hero. How fitting," she laughed. "I'm sorry you missed the big show, but you're just in time for the finale."

"Huh? What the heck is...?" He trailed off when he noticed something.

Dusk was standing next to her. Was he sneaking up on her? No, he was practically in full view of her. So what was he doing? He had a sudden thought that maybe he'd defected, but put that aside instantly. His friend wouldn't betray them, it had to be a changeling. Perhaps Chrysalis was expecting him and told one of them to morph into Dusk.

Then he saw what they were looking at. A battered, beaten Dusk, lying helplessly on the ground. Twilight, standing over him, her horn glowing, about to cast a spell. Was she a changeling? No, her magic wasn't green. Why was she attacking Dusk? He saw her green eyes looking vaguely at him, her zombie-like expression.

Just like the one Shining had.

"It's delicious, isn't it?" the queen said. "Isn't it amazing how something you claim makes you so strong in truth makes you so weak?"

Her laughter grew louder. It echoed in Ray's ears and it stirred something inside him. Something he was very familiar with.

Rage started to rise inside him, bubbling away like molten magma in a volatile volcano that had ust been waiting to erupt. Posing as Twilight and tricking Dusk into leaving was one thing. But this... posting as Dusk and manipulating Twilight's emotions to trick her into fighting the real Dusk? That just tore it!

He looked away from them, focused only on Chrysalis. She was still laughing, at the state Dusk was in and at the confusion he had before, like this was some sick way of getting her kicks. She was the one responsible for all of this pain and suffering, she was the one to blame. In that moment, all the pent-up anger he felt was directed at one thing.

And in a voice that wasn't entirely his own, he let it out.

"_YOU!_"

That rage drove him on, galloping at her with unnatural speed and quickly closing the distance. The fake Dusk moved to stop him, but he easily knocked him aside. Chrysalis wasn't laughing anymore, her eyes widening in surprise. She stood, preparing to meet Ray's attack with her own, still looking confident.

But he didn't. A flash filled the throne room, just before he made contact with her. And they weren't in the throne room anymore.

* * *

So, acts of betrayal and bravery, lover is played against lover and Ray has come to save the day, it seems. Or has he...? Find out next time...


	22. When You Think It's Over

**When You Think It's Over...**

She recovered from the disorientation she felt quite quickly. Being a changeling, she was used to such sensations. Perhaps the stallion wasn't expecting this because, the instant that she recovered, Chrysalis launched him away from her with a force field she conjured around her body. He crashed into a tree and slid to the ground.

Wait, a tree? She took in her surroundings, felt rough, coarse grass beneath her hooves and saw that she'd been transported to a forest of some kind. The dense branches and the thick trees loomed in all around her, cutting off most of the light from the sun. Not that she was so foolish as to be afraid of the dark. Through the trees, she could just make out Canterlot in the distance.

This, combined with that disorientation she'd felt before, led to only one conclusion. The stallion before her had managed to teleport them both out of Canterlot and to this forest. She knew he had the ability to, but to transport to such a distance as this was quite an impressive feat.

"You certainly do appear to be more than meets the eye," she said to him. "It must have taken quite a lot out of you to transport us this far. How did you manage that?"

The wind was blowing violently through the trees, their leaves rustling loudly. With it, they brought to her ears the enraged, pained grunts of Ray. He was struggling to his hooves, but still managed to hold her in a glare of the deepest loathing.

However, the queen appeared more amused than intimidated. His abilities might be impressive, but what chance did he stand against her?

"My, my... do you hate me so?" she asked in a low voice.

"Chrysalis..." he growled.

The stallion's thoughts flashed briefly through the storm of anger he felt, like flashes of lightning. He saw them, fighting the queen's forces back in Canterlot and not knowing for certain if victory was assured. He saw Dusk once more in that moment, the pain in his eyes when Twilight had been standing over him, used like a pawn in the queen's twisted game.

He looked at her now. She still had that smug, amused expression on her ugly, fanged face. His storm of anger only grew more violent. Through his gritted teeth which his growls rumbled through, he could feel them begin to tingle and sharpen slightly. He felt a burning in his eyes, which he locked on the queen. He could feel the very earth beneath his hooves rumble, as if it too shared in his rage.

She saw the changes surfacing too. The sharpening teeth, his round eyes becoming black slits, a mild rumbling in the ground beneath from some unseen pressure. But that wasn't the only thing. Being a changeling, she was tuned to all emotions, not just love. She didn't feed off them, but she could feel them emanating from others. As queen, hers was even stronger and she could feel it now.

Rage. Pure, unbridled, untamed rage. This feeling... it was just like...

Her look turned serious. "I see... So, you're one of them..."

Once again, Ray only growled her name in response. It sounded much more guttural now, more feral.

Her mouth curled into another smile. "This might be entertaining then." She chuckled, pushed some of her hair out of her eyes and continued, "Very well, I'll play with you for a bit then. If you really want me to."

Her tone was eager by an odd degree, but he didn't care. She still sounded like she was talking to a child having a temper tantrum, but he didn't care. Her eyes flashed with that green aura, almost tauntingly.

That was the last straw.

"CHRYSALIS!"

He bellowed at the top of his lungs and charged at her. She only smirked all the more and flew to meet him, the two of them clashing.

* * *

Even with his marefriend standing over him to deliver the final blow, Dusk had managed to look past her at the spot where Ray and Chrysalis had been. The silence that followed in the absence of her cruel laughter was surprisingly comforting and he was quietly grateful to his friend for arriving when he did.

Despite that, he still had concern for the stallion. He had just teleported away with Chrysalis and while he would have liked to think he had brought her to where their forces were, the way he had shouted at her there only conveyed one thing: he wanted to bring her down on his own. Even by Ray's standards, that seemed inconceivably dangerous. Then again, Dusk had had almost the same intent before and Ray was more used to fighting than he was. Maybe he would actually stand a chance.

That wasn't the only thing though. The look in his eye when it had dawned on him what was happening, the pure rage he exuded when he exploded like that, the unnatural speed with which he moved. He wasn't sure whether he should be concerned for him or for Chrysalis.

It was then he realised that he was actually still lying here and able to think. He dared to look up at Twilight. While her horn was no longer glowing, her eyes were still and her expression shifted between mindless compliance and pained struggling, along with her eyes from green to purple. She was fighting back against the control. He saw the changeling posing as him, disorientated from Ray knocking him aside.

This was his chance. He had to take it.

"Twilight?" He tried to push himself back up. "Can... can you hear me?"

Her voice came out in a mix pained gasps and monotone. "I... I can... imposter... no, no, not imposter..."

"Yes, that's it," he encouraged gently. His legs were shaking, but he managed to stay up. "You know it's me, don't you? You know it's the real me?"

"I do... I don't... trying to trick me... save me, agh!" She clutched at her head. "I don't... I do...!"

"Come on, you're stronger than he is. You have to fight him, Twilight," he pressed on. He tried to keep eye contact. "You're the one in control, not him. Think clearly, listen to my voice, not his."

"I... I can't tell... yes I can... no, no I can't I...!" She cried out. "It hurts... it hurts, so much! I can't fight it!"

"I know, I know it does, I really do." He took her shoulders gently. "I managed to beat it and I'm nowhere near as powerful as you are. You can do it, I know you can!"

"I can't! It hurts!" Her pain only increased, her cries becoming louder. "Help me! Please, help me!"

He began to think, tried desperately recall when he had been in this state. He had felt the same, torn between what he thought was real and what he knew was real. Even though it was much clearer now he was being deceived, when it actually happened he thought that his head might tear open from the confusion.

Until Cadence's spell had hit him. The flood of memories and feelings that flowed through him, all of them centred on Twilight, they had given him clarity like a bright light through a dense fog. Yet that it was all it had really, shone the light he'd used to follow back. He might not have Cadence's magic, but he could still try.

"Here..." He placed a hoof on her cheek, holding her head still, her eyes gazing into his. "Let's see if this works..."

He didn't even need to think about it. He leaned and pressed his lips against hers. For a second they didn't respond, but soon enough she was returning it. It started off gentle, but it wasn't long before it escalated, becoming more passionate, almost desperately so. It felt like so long since they'd been apart that now they were needing, craving for the taste and touch of each other.

He remembered the spell she'd used to calm his mind from Doom's memories, Luna's training on mental manipulation and tried it with her. He pressed his horn against her head, pouring the spell into her mind and casting out the alien influence that clung and ate away at her like a tumour. Once it was gone completely, he pulled away before it took too much out of him.

Just before he did though, he felt something else. A brief spark of emotion that seemed to follow him back, only it wasn't his emotion. He recognised it though and actually regretted not exploring it further...

He opened his eyes. They were still looking directly at hers, which were now permanently fixed on lavender. She blinked rapidly and rubbed her head, like she'd been awoken from a long sleep.

"Dusk...?" Her voice was weak, but it was no longer a monotone. "Where... where am I...? What happened...?"

"It's okay, just take a few minutes," he said softly. "We're in Canterlot. You were captured by the changelings."

"Yes, I remember... it's all so blurry," she muttered. "I... I was with Shining... they were going to attack Ponyville."

"They did," he confirmed. "Don't worry though, we managed to defeat them."

"But... she said they beat you, that they captured you and the others. They took me to your cell and you... wait... if it wasn't you, then..." Confusion gradually turned to shock. "That's what happened... that's why I can't remember anything..."

"Yes." He knew that she would recover quickly, but even he was astounded by how fast. "The Dusk they brought you to was a... a changeling."

"And what did I do?" she asked quickly. "They must have had control over me, like Chrysalis did with Shining. What did they make me do?"

"Twilight, you didn't-"

"No, I know I did, Dusk, please don't lie to me," she begged. "Tell me... what did I do?"

Even though she said she wanted to know, the look in her eyes seemed to wish that he wouldn't tell her. There was no point in keeping it from her. She'd know.

He swallowed, trying to find the right words. "They... they brought you out with the... the changeling posing as you and they... they..."

"They what? What did they...?" She gasped. "Oh no, please tell me that I didn't... not to you..."

He looked away. "I'm afraid so..."

"No... no..." She choked out a sob and turned away. "Dusk, I'm so sorry! I didn't know, I really didn't know, I thought it was you! A part of me thought there was something wrong, but I ignored it! I just... I had you back and I didn't... didn't want..."

"Twilight, my love..." He placed a hoof on her cheek, gently turning her face to look at him again. "It doesn't matter anymore. It's over now. You're in control again, not him. I don't blame you for what happened. Not one, little bit."

"R-really?" she hiccupped. "You mean that...?"

"Of course I do," he said with complete sincerity. "You're not the only one who's been used like a puppet to hurt others while they watch. But you saved me from that." He managed a smile. "I thought it was high time I return the favour."

"Of course..." She was still crying, but a smile of her own broke out when she threw her hooves around his neck. "Thank you... I love you, I love you so much... thank you..."

"You're very welcome, Miss Sparkle." He ran a hoof through her mane. It felt a lot coarser than it usually was, but he didn't care. "So, I think that's twice now I've rescued you?"

She laughed, a sound much more musical than anything made by Chrysalis. "I'd say I'm still in the lead, but you're getting there. How did you manage it anyway?"

"I'm not entirely sure," he admitted. "I performed a spell like my mental suggestion, but I tried to combine it with the spell you've used on me in the wake of Doom. I wasn't even sure it would work but apparently it did. Much stronger than I expected too. Cadence used her magic on me when I was being controlled in the same way."

"Wow..." she gasped. "Raw, genuine emotion combined with strong magic overcoming the controlling influence that imitated those feelings to stimulate obedience and control in the subject from within their mind. The added boost of that must have purged the spell from my mind. Both of our minds."

"So... the power of love saved us?"

She giggled wiping away her tears. "In simpler terms, yes. The power of love saved us."

"It's strange... I still feel something in here..." she murmured. "I don't know what it is..."

His fear came back. "Maybe I didn't do it right. He might still have some control."

"No, it's not that. It feels... good." She looked curiously at him. "Are you sure you didn't do anything else?"

He shook his head. "I don't think so. I only tried to do what you did for me."

"Interesting..." She frowned thoughtfully for a moment. "Oh well, we can examine it later. Right now..."

She turned and looked back at the throne, where his changeling counterpart was stirring. Dusk saw the look on her face and felt a little scared himself.

"So, just to recap, you said you were tricked too, like I was?" she asked in a low voice.

"That's correct. By him, as it happens."

"So the same one that manipulated you also manipulated me?"

"That appears to be an accurate assumption."

"That's all I needed to know." With fire in her eyes and starting in her mane, she strode towards him, with Dusk following tentatively behind.

Some things never changed.

"Wha...?" The changeling blinked, like he suddenly realised what was going on. "What's going on? Twilight, stop. Stop, right now! Finish him off!"

"She's not being controlled by you anymore," he said simply.

"No, no!" The imposter Dusk looked livid. "This isn't possible! I'm in control of her now! She's mine!"

"HOW DARE YOU?!" Her mane burst into flames when she shouted this. "How dare you hurt my stallion?! How dare you hurt him?! How _dare _you steal his form, get inside my head and use me like your puppet to hurt him?!"

"P-please, no!" He scurried back. "D-don't kill me! Dusk, he let me go!"

"Do I look like Dusk?!" she roared. "And don't worry, I won't kill you! I'm not like you!"

"You... you wouldn't hurt me, would you?" he whimpered. "Not while I look like Dusk..."

"You're right, I wouldn't." A flash of her horn and the changeling was dazed again, back in his true form. "Now I will!"

Dusk raised a hoof. "Twilight, wait!"

They both looked at him incredulously, though the changeling looked much more hopeful. Normally, he would say that they needed to rise above this, to be the better ponies and just let him run away, to live with what he's done. However, he didn't feel much of an inclination to say any of that. Instead, he stood next to her and let his hoof turn orange.

"Now," he continued, "carry on."

"Thank you." They looked at the changeling. His face fell.

"You have got to be-"

BAM!

His head slammed against the pillar, eyes rolling into the back of his head as he slumped to the ground and didn't get back up.

"That felt good," she murmured.

"It did. I mean, um," he stammered, "not that I want to endorse a growing interest in violence. I just thought that... that since he hurt both you and me that um... some form of justice was in order, even if it was..."

"Dusk." She placed a hoof on his lips. "Stop talking."

He smiled and nodded. They leaned in again, parting their lips, but not to speak. He wondered briefly about before, that little vestige of what felt like her that was tucked away in his mind. Did she feel it too now? Was there a part of him in her mind too? Was he just imagining it? It didn't matter much right now. For just a few minutes, he wanted nothing else too either...

Until they heard an explosion. They jumped apart ran to the window and from the look on Twilight's face, Dusk knew both he and her were thinking the same thing.

What in Equestria was that?

Not long after, a loud roar echoed in its wake...

* * *

"So, you're the one leading this operation?" The bug who looked like he was in charge peered at her. "I've heard about you, Rainbow Dash. You're meant to be quite good."

"Then you heard wrong," she replied. "I'm not quite good. I'm not even very good. I'm the best."

"The best?" He laughed derisively. "Then how is it that you were captured?"

She shrugged. "I don't know, but how about you tell your buddies here to let me go and I'll do the best I can to answer that."

"You're certainly not lacking in confidence, I'll admit that," he said. "But likewise, you have to admit that you're in a rather difficult situation here."

Rainbow looked around. Everywhere here, mostly tightly packed together where they were, changelings watched them. They had them surrounded and her teammates restrained, their wings stuck down with the weird green goo they made. The large exit out of the room was covered, as was the smaller emergency exit, guards keeping a close watch on both.

"I do admit it, yeah." She grinned up at him. "But I always did prefer a challenge."

He laughed again and walked away. "And you, Hard Edge, you played your part well. I honestly thought you didn't have it in you, but you've proved me wrong. Perhaps you're more of a changeling than I thought."

The stallion glared at him. "That supposed to be a compliment, Sting?"

"Take it as you will. What matters is that you fulfilled your role very well and for that, I'm going to give you a special reward." He gestured to the three prisoners. "Take your pick."

He looked at them, confused. "For what?"

"You seem like an intelligent pony, Hard Edge." The corners of his mouth seemed to raise a little. "I think you can figure it out."

Rainbow's blood turned cold as some of the gathered changelings sniggered, but even a few of them looked shocked by this order. They were just going to execute them, on the spot?

"You can't do this!" Thunderlane shouted. "We're prisoners, we have rights!"

"Incorrect. You're _my _prisoners, which means you only have one right," hissed Sting. "Now, keep your mouth shut or I'll make sure you're the first."

Thunderlane and Lightning both continued to struggle. Sting nodded and the changelings holding them down punched them in the gut. They doubled over, breathing heavily. Rainbow managed to catch their eyes and shook her head. She wanted at him too, but they had to be smart about this. They'd figure a way out.

"So then, Edge," Sting was saying, "are you going to pick one or will I have to let someone else have the pleasure?"

"Fine, fine." Rainbow knew what he was going to say. "I'll take Dash."

Sting's smile became a little wider. "I would have too."

He didn't respond to that. Instead, he just strode up to Rainbow and pushed away the changelings restraining her. He shoved her roughly, pushing her further into the centre of the ring they were in.

"You know, I really thought there was more to you than this," she murmured.

"What can I say?" he replied. "I saw a chance and decided to take it. Like you said."

The way he said that made her glance back. Was it her imagination or did his eye flicker briefly there in a wink? She looked back to where she was being pushed to. It was one of the condensers for use in cloud making. It was sealed at the top, so if it was punctured...

She kept a hard look on her face when they reached it. She turned to look at Edge, making sure that her back was to it. He raised his weapon to fire. In the instant that she heard the magical humming started up, she looked at her captured team and smirked. She'd have to time this just right. Luckily, she was just as fast on her hooves as her wings.

She stared at the weapon, glowing like a forest fire. Her team was tensed. She was ready. The weapon flared. She tilted her head to the left, felt the heat of the shot past her cheek. It struck the condenser.

Rainbow galloped ahead of the torrent of water that surged after her, knocking down any changelings unlucky enough to be standing nearby. On top of that came the steam of proto-clouds, causing further confusion for changelings that were buzzing in the air. She had the exit in her sight and galloped straight for it.

More shots sounded and more condensers burst open from the impacts. She briefly heard the sounds of punching and kicking from Thunderlane and Lightning Dust while they escaped their captors, of Sting frantically issuing orders to his fellows and attempting to reorganise them.

She laughed, but it turned into a yell when the water suddenly smacked into her back. She tumbled from the loss of control, twisting and turning about, the warm water flowing around her body and sweeping her away. Any other pony might have let it.

But nothing made Rainbow Dash lose control.

With short, powerful strokes, she fought against the current, just enough to get back on track with the exit. Once she was, the water flowing out of the exit on a different current, she took in a deep breath and dived under the water. It might not be flying, but it was kind of the same. At least she didn't have a chance of crashing.

Something grabbed a hold of her leg. She looked back and saw the changeling glaring at her. She lashed out with her other one, kicking him square in his ugly face. He let go and became caught in the current, careering out of control and smacking into the wall on the left side of the exit. She started to laugh at the spectacle...

Until she smacked right into the other side. Still a chance of crashing then.

She quickly extracted herself from the wall, swimming out and taking a deep breath when her head broke the surface. It was only hoof high now, flooding down the hall. She had just shaken herself dry when Thunderlane and Lightning also shot out. A few seconds later, so did Edge. The stallion had been lucky enough to have his wings free and his weapons didn't look like they were damaged either.

As soon as he was through, she closed the clouds around the entrance and cut it off. That would hopefully give the bugs some trouble.

"You get a little wet from the flood there or are you just pleased to see me?" he chuckled.

"You wish," she snorted. "You two okay?"

"I'm fine," affirmed Thunderlane.

"Yeah, no thanks to this two-faced traitor!" Lightning rounded on Edge. "Gimme one good reason why I shouldn't knock your freaking block off right now!"

"Hold on there." Rainbow stepped in between them. "Let's hear him out."

"What? Did you miss what he just pulled back there?" she asked incredulously. "This scum had his chance, now he's gonna get it!"

"I didn't, but there's a way we do this. First, we hear him out. Then, if I don't like it, he's all yours," she promised.

Lightning gave her and Edge a long, hard stare. "Fine," she said eventually, stepping back.

"Okay." She looked at the stallion. "So, just whose side are you on exactly?"

He chuckled again. "I thought that was kinda obvious."

"I'm glad you're finding this funny, 'cause I'm not," she said sharply. "So how about you explain the joke."

"It's no joke," he said seriously. "It was Sting's plan. He figured that somepony'd try to get in the factory through the cloud bellows, so he sent me out to find 'em, then try and trick 'em. Lure them into his trap."

"So you were lying, right from the start," Lightning growled. "Can I hit him now?"

"Hold on," she urged. "So you filled out your part of the plan. Why didn't you finish it?"

"Because I know which side I'm really on," he answered. "I guess I had some sense knocked into me."

"You could have just told us about the trap."

"I had to go along with it and make Sting think I was still on his side. For that, it was better than you didn't know about it. You saw how many of the bugs were there. If he didn't think things had gone as planned, he'd have torn us apart, me included."

"A hint would have still been good though."

"Yeah, well, no plan is perfect." He looked imploringly at her. "I'm on your side, Rainbow Dash. You gotta believe that."

She held him in her gaze. For a guy she assumed was just some jerky thug, she was having a hard time figuring him out. Part of her didn't want to believe him. This could easily be some other of the changeling's tricks and it might be better to just leave him here. Or let Lightning do whatever she wanted to him.

But his explanation and his actions made sense. If he wasn't on their side, he could have blasted away when he had the chance and be in with the bugs even better than he had been. But he didn't. Instead, he'd helped to save them. Even now, he could still take them down if he wanted to. Their wings were still stuck and they wouldn't get far on hooves after their little swim.

"Okay," she said eventually. "I believe you. But I just got one thing I gotta do first."

She stepped aside and nodded to Lightning. Before Edge could react, he was already reeling from the punch she hit him with.

"What the hay?!" he shouted. "I thought you said you believe me!"

"I did. I also said that, if you try anything, Lightning here gets the first punch." She shrugged and smirked. "Gotta try and keep everypony happy."

"Guess I gotta give you that one," he muttered. "Right, let's get those wings free."

He used his weapons to heat up the goo that glued their wings down until it melted away. The daredevil flexed her wings happily. Yeah, she thought, these babies were two awesome to be tied down like that. Like her.

He had just finished freeing Thunderlane when the cloud door dented on the other side. A second later, another dent appeared. On the other side, she could hear Sting screeching his orders to his soldiers while they banged away at it.

"Hurry up! I want that door in pieces and once you're done with that, I want them in pieces, but not Edge! I'll punish him myself! He will pay for this treachery!"

"That door won't hold them long. Come on, we gotta move!" she ordered. "We just gotta get down to the generators and fire them up!"

"Then you guys had better get going then." He faced the door. "Show these guys how real Pegasi fly."

"And what are you gonna do?"

"You're gonna have a lotta bugs on your tails. I'm gonna see if I can't swat a few."

Rainbow would have been lying if she'd said she wasn't shocked by this offer. Her teammates were the same, Lightning especially.

"How do we know you're not gonna try and make friends with them again?" she asked.

"Somehow, I don't think they're gonna wanna hear anything I've got to say," he said. "This talk's gonna be one-sided and it won't be my mouth that's shooting off, I guarantee that."

"Even with your toys, there's still a lot more of them than you," noted Rainbow. "You sure you wanna do this?"

"Like you said, I have a chance right here." He smiled grimly, priming his weapons. "Better take it while I can." The door bent even further. "Now go on, get outta here!"

Rainbow didn't know why she was lingering while Lightning tried to push her away. This should look like a good deal, yet it didn't sit well with her, leaving him behind. The changelings wouldn't be looking to capture him and there were a lot of them.

In the end though, she had a job to do and he was helping them do it. It wouldn't do any of them any good if they were caught again.

"We'll be back for you!" she called. "Don't think you're getting out of this that easy!"

Edge only gave her that grim smile again in response. She finally managed to tear her gaze away and hurried around the corner. She was only flying for a few seconds, speeding down the hall, when she heard the cloud door give way and the sound of his blasters going off.

Something else sounded off as well. It came from below them though. It sounded like an explosion, but she pressed on, doing her best to ignore it. Time to get it done.

She even ignored the loud roar that went off not long after. Even though it sounded far away, she could have sworn she saw the walls of the factory shake...

* * *

Even with the combined forces of their groups and the training of the Royal Guards, it had been a difficult effort to make it this far. There were less changelings going through the city, but by the time they'd reached the wedding hall, they'd really managed to dig in and had given them a lot of trouble for the longest time.

Cadence had anticipated that her aunts would be under the heavy guard when the attack began, but even she had been surprised with the sheer tenacity with which they fought. A few of Chrysalis's Guard had managed to organise a tight defence of the area and made use of ranged magical attacks to keep them pinned down and stop them from advancing. Anypony hit by the bolts became stuck in the changeling's goo and were fixed to the spot.

The Princess of Love had been very lucky not to get hit herself when she had been flying at the head. A guard had taken the shot for her and got it right in his face. By the time she'd managed to get it off of him behind the safety of cover, he had already passed out from lack of air. She'd thanked him with a spell that would be able to get him under way again in a few minutes and tried to formulate a plan to penetrate the line.

It was actually their resident leading diamond dog who had come up with something. He requested for a few of his fellow dogs and Applejack to accompany him to a different part of the battlefield he'd claimed would be able to help them. Big Mac wasn't happy about it, but Cadence persuaded him to let his sister go with them. Now, they were waiting to see what they had planned.

They couldn't hold out for much longer though. A good deal of ponies and dogs had been stuck in place by the changeling goo. The others were all pinned down with them. Every now and again, the Queen's Guard would send some soldiers advancing forward to chip away at them a little bit more. They'd managed to hold out so far, but it was only a matter of time...

"They're getting a little more bold, your highness!" shouted a guard over the din after one of these assaults. "We can't stay here much longer!"

"Ai-y... yup," panted Big Mac. Even he was starting to feel the strain.

"Don't worry!" she called back. "They won't be much longer! Just hold the line!"

She peered around the door of the house they'd taken cover in. She managed to fire off a magical bolt before being forced back into cover again. She'd gotten enough of a glimpse to see something.

"It looks like they're gearing for another charge!" she reported. "Get ready!"

"Confirmed!" the guard yelled. "I can hear a rumbling! Sounds like it'll be a big one!"

Cadence heard it too. A low rumbling, like a sleeping beast being awoken from its slumber. She didn't know what they were going to do, but it couldn't be good. It grew steadily louder. She prepared to emerge from cover again-

_BOOM!_

The front line of changelings collapsed as the ground beneath them literally exploded and fell away. A howl sounded from the hole they'd fallen into and Fido, Applejack and the dogs who accompanied them emerged, striking at the nearest changelings and disrupting their defences even further.

Now was their chance.

"CHARGE!" she commanded.

She spread her wings and took to the sky with a few others, raining bolts down on the changelings below and striking down quite a few. The guards and dogs rushed forward, storming the changelings before they had time to recover from this surprise attack.

It was clear what the outcome would be. The Queen's Guard tried to rally them back, but most of the changelings were already either down or beginning to flee. Those that stayed were soon knocked aside and the few commanding officers still standing ordered a retreat. They fled in the direction of the palace.

"Excellent work, everypony!" Cadence praised over the cheering. "See to it those that are trapped are freed, then be ready." She looked at Applejack and Fido. "You certainly took your time."

"What do you expect, princess pony?" growled Spot. "Digging through rock takes time, even for us."

"I know, I was only joking, Fido." She smiled at him. "The efforts of you and your dogs are much appreciated. Well done."

She was actually surprised when he blushed a little. "Heh heh, no trouble..."

"And those party grenades are certainly proving to be useful," she noted to Applejack.

"Well, a lil' dynamite from these fellers helped things along too," she admitted. "Ah'd make a joke about finishin' this with a bang, but ah like ta think ah'm above that."

"Fair enough." She turned back to the soldiers. "A few of you stay out here. Free the trapped and secure the area. The rest of you, form up! It's time to get what we came for."

She threw open the doors and they hurried inside. Any guards who might have been here must have already fled. The only sign of the changeling's presence were two cocoons hanging from the ceiling. Cadence took a moment to look around. Some of the flowers decorating the room had withered and died, but a few of them looked like they had some life.

She stopped herself from crying. She had to stay strong. Her wedding would come later, she had to hold onto that. She still needed her groom and somepony to preside over it. The latter were right here in front of her, cut free with two sweeps of her horn. The guards waiting directly below ensured their rulers were lowered gently to the ground.

"Your timing is very welcome, Cadence," Celestia said warmly. "My wings were starting to get cramped from being stuck in there."

"Always happy to help." She hugged her, unable to keep from smiling. "It's so good to see you both okay."

"That is to be debated, dear niece, for I am currently seeing three of you," groaned Luna, clutching her head. "That was not a pleasant experience."

"Surely that's better than one then." She gave another to her younger aunt, casting a quick healing spell. "There, that should clear it up."

She nodded, though her eyes were still unfocused. "I am indebted to you, Cadence and to all of you in your efforts to free myself and my sister... my, there are a lot of you."

"I'd give her a few more minutes," giggled Celestia. "But she does voice a valid point. You've clearly done a lot to make it this far and I'm very proud of you."

"Thank you, Aunt Tia." She bowed her head humbly. "I'm just happy you're both okay."

"And it's thanks to you we are and to all of you," she added.

"Just doin' what we had ta do, yer highness," Applejack put in. "Couldn't jus' leave ya hangin' up there like trussed-up turkeys, could we?"

"Very true." She smiled at the farm pony. "It's good to see you too, Applejack. Are you hurt at all?"

"Nothin' ah can't handle, princess," she assured. "What about you two? You good ta go?"

"We'll need a few minutes to recover ourselves, but I'd say we are," she answered. "Where are the other Elements?"

"Fightin' in different parts-a the city. Don't worry, they can handle themselves."

"Your faith in them is very admirable indeed."

"Dearest sister, dearest niece and gathered friends and subjects," cut in Luna sharply. "While I am grateful we are all reunited, I feel that our efforts should be focused elsewhere other than on making general social interaction."

Cadence had to fight back a smirk. It could be easy to forget how blunt the Princess of the Night could be at times.

"You are right, Luna, of course," Celestia said patiently. "The changelings have transgressed here for longer than I'm comfortable with and you and I have been inactive long enough. It's time to do our duty to Equestria and to our subjects."

"I couldn't have phrased it better, dear sister," agreed Luna. "Tell us, Cadence, what is your plan?"

"Well, now that we've freed you two, we're going to advance on the palace," explained Cadence. "Dusk has already advanced ahead to confront the queen and attempt to free Twilight and Shining with a few of the Royal Guard and Ray Strike reportedly with him too. We're going to try and help him along."

"An excellent plan indeed!" declared Luna. "I am eager to stand with my student upon the field! Let us away at once!"

"Luna, how many hooves am I holding up?" asked Celestia.

She squinted. "Why, two of them, dear sister."

"I'm only holding up my left hoof."

"Indeed?" She squinted closer. "So it would seem. Then correction: let us away... when my head ceases to pound and my eyes cease to deceive me."

"Good idea." Celestia looked at Cadence with a degree of concern. "Did you say that Ray had gone to confront the queen too?"

"So Applejack tells me," she answered. "Don't worry, he's a very capable fighter."

"I'm not worried about that." She looked away for a moment, pausing. "Have you noticed anything-?"

An explosion sounded somewhere. A second later, it was followed by a roar. It seemed so far away, yet it sounded so clearly in their ears, as if it were only feet away.

Luna whipped around. "Stars above! What was that?"

"Coulda been one-a Pinkie's grenades goin' off or somethin'," suggested Applejack.

They waited in stunned silence for a moment and Cadence was inclined to agree... until a loud roar echoed in its wake.

"Unless these 'grenades' also contain monsters that emerge from them once used, I find that to be most unlikely."

"Ah dunno," she shrugged. "Ah wouldn't put it past her."

While she was curious about the disturbance too, Cadence didn't feel too worried about it. Perhaps that was because, in contrast, she had just seen the expression of her eldest aunt. It was one that she wasn't accustomed to seeing and didn't think she'd ever seen. It conveyed one emotion, an emotion she didn't even think Princess Celestia had.

Fear.

* * *

So what did make that big boom and roar just there? Well... you'll soon find out...


	23. Crimson Rage

**Crimson Rage**

Chrysalis was the one who managed to land her strike. It was enough to send the little stallion careening backwards and slamming into the ground. He whipped his head up and growled at her, vanishing in a flash of light. She turned just as he appeared behind her and kicked her in the face. He landed, jumped back up and punched her in her jaw.

She chuckled and shook off the pain. Taking off into the sky, she hovered and fired at him with bolts of magic. He either teleported or dodged out of their way, with a few glancing shots across his face or legs. When he vanished again, she anticipated his next move and swiped out with her hoof just as the flash appeared in front of her. She was rewarded with an impact and a grunt of pain.

She laughed as he fell to the ground. "Really, Ray, you're going to have to do much better than that."

"Shut up!" he growled. "I'm gonna... beat you!"

"Well, you're very welcome to try," she offered.

Ray let out another roar and charged at her. She side-stepped his punch, danced away from a flurry of kicks, caught one of his legs and tossed him away. He teleported, but she flew up off the ground and he missed. He teleported after her, but she caught the next punch he threw and let him dangle before dropping him.

"Really, Ray!" she called after him. "I thought this was meant to be a battle, not a little foal's game of tag!"

"Shut up!" he roared again.

"Ooh, what a witty comeback," she laughed. "Very well, if it's games you wish to play. Tag!" She suddenly shot a bolt at him, making him stumble. "You're it!"

"**You'll never defeat her playing around like this,"** a deep voice in his head growled. **"Come now, Ray. Give in to your anger. It's the only way."**

He shook off the burn he felt in his leg, trying to ignore the voice. No, he thought, he couldn't. He'd gone too far already, he couldn't be pushed further.

Chrysalis noted the red aura mist that had started to gather around his body, his eyes beginning to turn red. She didn't pay it much mind, only the next flurry of punches and kicks he tried to land on her. Even with his teleporting, she knew she just had to pay attention to her blind sides and weak spots to avoid his attacks. She was actually smiling at how easy this was.

Throughout it all, that strange mist appeared to be growing more tangible. With every growl and snarl, it grew stronger. How curious. At one point, he did manage to land a punch on her leg. Even though he swung hard, she barely had to stumble.

"You tagged me!" she gasped. "It looks like I'm it now!"

She swiped him away and took off into the sky. From her vantage point, she began to rain down magical bolts upon him. He moved quickly to dodge and teleport, but the sheer intensity with which she used meant that she was frequently landing hits on the stallion, laughing all the while. This really was too much fun.

The bolts were of varying magical effects. Some of them would burn him and make him yelp. Some would drain his energy and make him stumble. Some were the sticky adhesive her race produced and would fix him to the floor. She would proceed to shoot magic close to him while he tried to break free, only hitting him when he did.

It was especially funny when he would free one leg only for him to be trapped again on the other. Or when she hit him right in the face with a burn spell or make him lose a little energy, making it harder to get out.

"Oh, I do so love watching somepony dance!" she laughed with mirth. "You're quite the mover, Ray! Maybe I should bring you to my court and you can be my jester!"

Meanwhile, Ray was seething with anger. She was toying with him, mocking him. The red mist around him only grew stronger, the voice in his head growing louder with every passing second she played this sick game with him.

"**Shut her up. Show her what you can really do if you let yourself go. Show her what real power is!"**

In his anger, he stopped resisting. Chrysalis was powerful and he needed to match her if he was going to beat her, maybe surpass her. So he did it. He started to let it out more...

Chrysalis ceased her attacks when she saw the mist change. It seemed to become more like a thick cloak, enveloping Ray's entire body. It even started to take a shape of some kind, some sort of four-legged beast, equipped with sharp claws and a thick, long tail.

Interestingly, she saw him actually flex these claws like they were part of him, even if his hooves beneath had no claws with which to speak of. He ground up small patches of dirt and looked up at her, still seething with anger.

"This should be entertaining," she chuckled. "Let's see if you can still keep me amused. I'm enjoying this little session so far, I have to admit."

A growling laugh resounded in his head. **"Now, this is more like it! Let's see how well she mocks now, shall we?"**

Ray suddenly lashed out with one of the claws. Chrysalis had to almost dive aside to dodge it and barely had time to recover when another swung for her. The claws left deep grooves in the ground where she had been standing.

"Come on, are you trying to hit me or swipe an alarm clock?" she taunted, firing some more bolts at him. "Step it up a little more!"

He snarled, baring his sharp teeth. "Shut up and HOLD STILL!"

She flew up and felt the claw swipe beneath her, just missing her. He still stumbled from being hit, but the cloak of mist appeared to be protecting him and it didn't have quite the same effect. It was no matter, at least they still had an effect.

She added a little more intensity to the beams she fired, but again to lingering effects. Burns didn't remain for long, his swipes were still powerful despite her draining energy and he easily tore through the goo she trapped him in. Finally, a little challenge!

Chrysalis marvelled for a bit at this magical prowess, studying it carefully while she dodged and weaved around his blows. Though the claws and tail he now had appeared to be made up of magical aura, they appeared to be just as strong as if they were solid and he controlled them like they were a part of him. She actually saw him splitting trees with attacks he missed with and punching small craters into the ground from the impacts of them.

One claw swiped a little too close for her liking, slicing off part of her mane, so she took temporary refuge behind a tree and managed to slip away for a bit, leaving him searching for her, tearing up parts of the forest. Though his strength seemed greater, it looked like he was losing a lot of self control. His attacks were very spontaneous and uncoordinated, more like an angry animal lashing out at his prey than any rational being trying to fight.

While this did make them predictable, to an extent, she still had to be a little more careful if she was going to stay out of their way. Such recklessness as he was using might pay off for him in the end.

Perhaps it was time for a different tactic. She thought of the Elements of Harmony and decided the perfect one to play the part of. She had seen the way he'd been looking at her, how she acted around him, so there was no better.

"Stop!" she cried out in Fluttershy's voice, diving out from behind the tree. "Please, be more careful Ray! You could hurt somepony doing-"

WHAM!

He swiped at her with one of his phantom claws. She expected him to stop, at least hesitate and was caught completely off-guard and slammed into. How on earth had he managed to see through her disguise so quickly?

"You stupid Changelings...and your stupid TRICKS!" she heard him roar.

A different thought occurred to her. In his blinding rage, Ray barely even cared what he was hitting just so long as it was something. Especially her.

"**I must confess, even I'm a little impressed by your efforts. You see what can be done now, if you just let go?"**

Ray would have normally ignored the voice but in his state, even he couldn't argue with the results and growled in satisfaction.

He'd struck her with such force that the tree that she hit had actually splintered and fallen over. She applied a quick piece of magic to lessen the throbbing she felt in her entire left side. That attack had definitely been more powerful than his previous ones. Perhaps a little more caution would have to be applied.

She applied a strategy of simply flying out of his reach and using ranged attacks. With his reckless strikes and wild swings, they were relatively simple to anticipate and dodge while she stayed out of his way. She used her magical talents to both hurt and drain him little by little. Before long, he would be too tired to cope and would give in. It was only a matter of time, as she was more powerful than him.

After all, she had already faced down Princesses Celestia and Luna and brought Canterlot to its knees, with her changelings already besieging the rest of their lands. She could handle one stallion, no matter how supreme his anger management issues might be.

But when she dodged a claw swipe and prepared another spell, she was shocked when she saw his tail swing towards her. It hit her, leaving her feeling a little dazed from the impact. Before she could recover, a claw latched onto her and slammed her into the ground quite painfully.

She managed to whip up a small shield to reduce the impact, but her patience was wearing thin. This had been mildly amusing for her, but she had her tolerance limits and this stallion was really starting to push them. She saw him preparing to strike her once more.

"**Yes,"** growled the voice in his head,** "we have her now. Let her feel my rage!"**

Chrysalis sniffed and smirked. "I'm through playing."

Calling on her magic, she sent a stream of green fire at the stallion. In the intensity of the battle, it seemed to take shape and almost looked like a dragon, opening its maw wide to swallow Ray whole. Acting quickly, he jumped into the sky to dodge it, his greater strength propelling him to an incredible height for a normal pony.

But there was less manoeuvrability in the air, she thought. Let's see how well he can fly without wings.

She sent three more streams of fire at him, each stronger than the last. Ray saw these coming as he fell and veered to the right to evade the first. For the second, he quickly pulled to the side, feeling the heat of it passing by. There wasn't any time to dodge the third, he was going to hit it. But he wasn't worried, nor was his tenant.

Using the mist-claws he had, he physically pushed past the burning heat of the flames, travelling right through its length and smacking Chrysalis in the face. His landing was so hard, it cracked the ground beneath his hooves and he sent her bouncing a few meters away.

A few moments of silence passed. Ray hissed through his gritted teeth, feeling the elation the other in his mind had, relishing in the battle. Yet still he wanted more...

However, he hissed even more when a distorted chuckle reached his ears. Chrysalis was rising back to her hooves and dusted herself off casually.

"**It's not enough. She doesn't need to just be beaten. She needs to be finished, for good and there's only one way we can achieve that."**

"Is that really the best you can do?" she taunted. "Look at you. All of that power, all of that rage and you still can't defeat me. Not that you even had much of a chance to begin with."

Hisses became growls, the elation from before steadily boiled into more rage.

"**You know what to do, Ray. You know she doesn't deserve to live. Let's finish this. Let me take over..."**

"I actually find it remarkable," she went on, "that you've been with your _friends_ all of this time and they have no idea what you are. How would they react if they ever discovered this, I wonder? For how long would they be your friends if they had even the slightest idea of what you've got hidden away?"

His growling intensified, he could feel it inside his head, demanding to be released.

"**You want to beat her, you know you do. Do it, do it, do it!"**

"How do you think they might react, hm?" she asked. "Will they just stop seeing you, tell you to leave, that you never really fitted in with them to begin with? Yes, I think that's how it will go. After all, you're just a mindless, angry beast underneath all of the witty comments and big grin. Beasts like you don't have friends. They're always alone, but then again, I suppose you're used to that. It'll be just like old times."

"**DO IT!"**

She finished and waited to see his reaction. She felt a degree of satisfaction when he lapsed into complete silence. Even better, he was completely still, not moving a muscle. The forest became eerily quiet now. The stallion neither moved nor spoke.

When he did, it was in a deathly calm tone but she could hear the anger grinding on every syllable. The ground began to rumble loudly beneath him, cracks appearing along it while small pebbles rose into the air around him.

"You don't know...anything." Parts of his skin began to flake off like burnt paper, rising and dissolving into the air. "Don't talk about them...like you know them!" She could see a roiling mass of red energy beneath it, intimidating even her a little."Especially in front of ME!"

Everything seemed to freeze for a split second when he yelled this last part. For a split second, he looked straight at her with absolute fury in his eyes. Half of his face began to morph and she actually started to back away a little.

Inside his head, through all of the anger and the rage that burned inside it like an inferno, Ray heard one word. It was in a deep, growling tone that felt like it was shaking his bones from the weight with which it spoke, even though it was practically a murmur.

"**Yes..."**

Then the air around him exploded.

Such was the sudden magnitude of it, Chrysalis barely had time to throw up a shield around herself. Even then, she actually had a hard time maintaining it from the forces acting upon it. She could see its devastating effects through the transparent field, distorted slightly by the green shimmer of her distorted magic.

The shockwave was ripping up entire sections of the ground while simultaneously uprooting, if not outright destroying, the surrounding trees and sent a massive cloud of dust and debris into the air. Mixed in with it all was a vague hint of red like blood. It seemed to go on for an eternity, a sight of destruction and death.

Just when she thought her shield might collapse, the explosion finally died down. Letting out a small breath of relief, she lowered her shield. She had to squint through the lingering dust that filled the air just to see.

The entire area around them had become a massive crater, cracks in the dirt like a spider's web, without a hint of life anywhere, while the trees beyond the crater are bent away from the force of the blast. She swore that it felt a little hotter too, like a fire had just burned the ground beneath her hooves. No fire could have done this though.

And at the very epicentre of the explosion, where Ray had been standing, she could just barely make out something glowing. As the dust began to settle and she could begin to make it out.

A low growl emerges from within the depths of the fading dust. Guttural, deep, and purely animalistic. A figure slowly became visible. It was...not a pony. The creature had no skin or coat. Rather, its entire body was composed of that same dark red energy she had been seeing. Where once there were hooves, there were now claws and feet, each with four digits, digging into the earth as though excited. Emerging from its rear are four large "tails", each waving to and fro, as though feeling out the air.

And the head... no longer was it the head of a pony. It looked more like a dog or perhaps a wolf, but even those seemed like poor comparisons to what she was seeing. The mouth had been transformed into a sharp-toothed maw that, when opened, showed nothing but bright white. The eyes had also transformed; no irises, no pupils, only two glowing white holes with no depth. The body's shape remained but the same as before...but it was no longer Ray Strike standing before her.

As she looked at him...whatever he was...she swore that she actually saw him...or it...grin.

She took a moment to try and gather herself. She was Queen of the changelings and she wouldn't be so easily shaken.

"I swear, this foal..." she began to mutter.

And at that moment, the creature released a roar that carried on for miles and shook the very earth itself.

* * *

"Here we are then, guys," Rainbow announced, leading them into the generator room. "Final stretch."

"Wow..." Thunderlane stared. "I didn't know how big this place was."

"Big just means more of a challenge, right Rainbow?" grinned Lightning.

She shrugged tiredly. "I'll be honest, I could have done with just a big red button to turn this whole thing on."

"What's that supposed to mean?" She smirked. "You're not getting tired, are you?"

"No, of course not," Rainbow said with bravado. "I was just thinking about you, Light. You look like you could use some rest."

"Please, I got enough in me to run circles around these guys," she chuckled. "Appreciate the thought though."

"Anytime."

They stopped suddenly, falling silent. They could actually hear a faint rumbling, coming from somewhere below them.

"What was that?" Thunderlane looked back fearfully. "That wasn't the door, was it?"

"Nah, sounded like it came below us." Lightning nudged him. "Chill out, Thunder. We're almost done."

"Yeah..." A loud crash and a flurry of activity followed not long after. "Now, that was the door!"

"I guess we've lost our Edge," muttered Lightning. "Doesn't sound like there's too many of them left. Thunder and I can hold them off. Rainbow, you go and get these things going."

"Hey, you forget who's in-!"

"I know who's in charge, I'm just strongly suggesting you should!"

Rainbow thought about it. She really wanted to stay and fight with them, but Lightning was right. They'd had enough delays getting here and needed to get this done. If she was quick enough, they wouldn't have to be fighting for long.

She started to gallop. "You two better not die on me while I'm gone!"

"Wouldn't dream of it!" Lightning called back.

She heard them fly off to meet the buzzing that was growing louder. It was all she could do not to turn back around and join them.

She kept on sprinting and flying past the series of pipes and large, cylindrical turbines about the same size as a house in Ponyville, along the walkways the ponies here used for inspecting them. These pipes, filled with water, connected the turbines with one another and also went off to different parts of the factory. Even they paled in comparison to the largest one, smack in the centre of the room. She made sure to keep it in her sights. That was where she was going.

This was another thing they needed water for. The Weather Factory systems ran on a form of hydroelectricity. She didn't get most of the science behind it, that was for eggheads like Twilight, but the turbine churned the water and gave it a current, letting it flow into a series of similar, smaller turbines that then provided power for some of the other machines in the factory. All they had to do was get the turbine working.

To do that, there was a way to get into the bigger turbine to get the smaller ones working. A few Pegasi would fly inside, get some momentum to get the turbine spinning and get out once it had enough speed. Hopefully, it would only work with just one Pegasus. Luckily, that one Pegasus just so happened to be completely awesome, so they would be fine.

She heard buzzing behind her. She dived aside, just in time to avoid some shots fired from a pair of changelings behind her. She listened for the buzzing of their wings and stuck her hoof out when they were close. One smacked right into it while the other ducked. She grabbed the one she'd hit since he was still dazed and threw him into his friend.

Before he could recover from that, she galloped past and punched him down as she went. She didn't have time to deal with these guys and she couldn't waste energy on fighting more. She needed it for what she was planning to do.

She finally reached the end of the maze of mini-turbines and at the feet of the big one. She flew up onto the walkway that led to it and set down for a few seconds, actually glad to have a small chance to rest. She could hear Lightning and Thunderlane fighting with the changelings down below. She cursed not being able to be down there with them.

She could hear something else too. Something down below, maybe out of the city at ground level. Whatever it was, it sounded like a pretty big fight from all of the rumbling it was making. Was it from Canterlot or had the changelings gone for Ponyville again? Was it to do with that roar she heard before getting here?

She put it out of her mind and set off again. She could figure out later. Right now, she needed to focus. She watched out for the turnings and paths that would lead her to where she needed, going as fast as she could.

She saw at the end of the walkway something on the control panel. There! A porthole into the bigger turbine. All she had to do was get into it and this would be over. She half galloped, half flew towards it, her goal within her reach-

Something collided with the side of her head. She tumbled, skidded to a halt on the clouds. She raised her head, her blurry vision clearing to see Commander Sting striding towards her.

Even through her unfocused eyes, she could see he wasn't looking too good. His helmet was gone and he had burns all over his armour. His unscarred eye could now be considered formerly unscarred, because it now had a big, angry red burn over that. It kind of actually matched with the scar he had down his other eye.

It still didn't do much to improve his looks though.

"Back for more, huh?" she asked, backing away a little. "You guys just really don't know when to give up, do you?"

"Because I know how this will end." He punched at her, but she just managed to duck. "And it will be with my hooves around your throat!"

She shook her head to clear it and swung a hoof at him. It was clumsy and he easily blocked it, countering with a strike of his own. Rainbow tried again, managing to land a hit this time. The next one she followed up with was caught again and he jabbed her three times, twice in the face and once near her neck.

Her windpipe contracted and she suddenly couldn't breathe. He spun her and tossed her back down the walkway, further from the porthole and now standing between it and her. She got some of her breath back, waited until he was right in front of her and quickly kicked up. He swiped it down and punched her in the gut. He kicked her again, sending her a little further away.

She felt like she'd been fighting and flying forever. She was reaching the limits of her strength with all of the stuff she'd been doing and the injuries she'd received. While Sting wasn't looking great, he seemed to be faring much better than her.

She could actually see the hate in his eyes burning cold.

"I knew, you know," he growled. He grabbed her by her neck and hefted her up. "From the moment I saw him, I knew he couldn't be trusted. I should have killed him sooner."

"Guess so." She noted the burn on his right eye. "See you got a new battle scar though."

"Just another reminder of the crimes your race has committed against mine!" he snarled. "And I shan't be forgetting this one!"

He threw her aside, her head smacking off the metal rail. She coughed and tried to raise her head when he approached.

"What did... we do to you, Sting?" she spluttered. "What... did we do to make you... hate us like this?"

"What do you care?" He grabbed her again, his icy blue eyes boring into her. "You're going to die and you'll never know. How does that make you feel?"

"I dunno." She kicked upwards and he dropped her. "Because I'm not dying. Not today."

Before he could recover, she turned around again and galloped into the turbine. She wasn't going to let herself get distracted from this. She had to finish this!

She practically dived inside and started flying in a circle as soon as she got in. She had to gather enough wind to turn the fan directly below her. Her limbs were burning, her wings felt like they were going to drop off and her head was pounding from all of the hits she'd taken. She kept flying though. She had to finish this, once and for all!

The world began to blur while she flew. She could see the fan below, it was starting to turn. The wind around her was getting stronger. Come on, she urged herself, keep at it. Feel the burn, you can do this. Come on!

Something green whizzed past her head. She glanced back and saw Sting flying after her. He must have followed her inside. Amazingly, the changeling was keeping up with her in the wind currents she was generating and managing to fire off his weird magic at her.

And she thought Pinkie Pie had been determined to chase her.

She ignored him and tried her best to dodge the bolts. If she deviated from her course, she could lose control of the tornado and spin out of control. With how fast those fan blades would be spinning, that was not a situation she wanted to be in. Hopefully, his aim wouldn't be great and she wouldn't have to worry about it.

The fan below her was whirring louder and louder. She could hear the water splashing below being churned up. She was in the home stretch now!

Something cold hit her leg, faltering her flight. She saw the green goo clinging to her hoof. She willed herself to get back in control, but a pair of legs wrapped around her waist. She tried to pull away, but they were too strong. They had her legs constricted, she couldn't fight back...

And they were pushing her down. Slowly towards the rotating fan blades. She tried to resist against it, but she didn't have a lot left in her. She'd been flying so fast...

"It's over, Rainbow Dash," Sting hissed in her ear. "You lose."

For a moment, it looked like he was right. She couldn't get free, the blades of the turbine were getting close as they flew...

Until she felt a familiar energy crackling around her body. Had she really been flying that fast?

Sting seemed to notice it too. She heard him cry in surprise, felt the grip around her lessen. She slipped out a leg, jabbed him in the chest with her elbow and managed to reverse it so that she had a hold of him instead. She flew him out of the turbine, bursting through the cloud wall and up into the sky.

It was really building now, so she changed course and shot towards where the changelings were still defending the entrance to the factory. Sting was struggling, but she wasn't letting him go. She didn't want him to miss this.

"One thing you should know about me, Commander," she called, the energy reaching its climax. "I _hate_ losing!"

BOOM!

She saw the rainboom appear behind her, felt her speed increase tenfold. Sting was actually screaming now and he was still screaming when she threw him away in mid-flight. He shot through the sky, his screams becoming fainter and fainter until he was just a little speck in the distance. She actually saw a little shine where he vanished completely.

Now, she let herself breathe a sigh of relief. Her head still hurt, her wings still ached, but she'd done it. Like she knew she would. Even better, the goo around her rear hoof was gone, blown away from the force of the rainboom. It wasn't like she was grossed out, but she could have done without it anyway.

All around her, the other changelings were scattered by the rainboom, careering away in every direction. A cheer sounded off from the attacking Pegasi, who now charged forward and stormed the factory. Rainbow let herself grin and shot meet them, leaving a rainbow trail behind her while her energy faded away.

She managed to make out the captain at the head of the pack waving her over.

"Mission completed, ma'am!" she reported. "The generators are coming online, the defensive perimeter has been broken and the changeling commander is out of action."

"Excellent!" praised Spitfire. "Your team all did a great job. I can see I made the right choice by letting you lead this mission, Rainbow Dash."

"No problem, ma'am," she saluted. Normally, she'd make some kind of cocky comment, but she figured to show some proper respect for the captain.

She looked around in confusion. "Didn't you say you found somepony? I heard the report from Fleetfoot. Where are they?"

She hesitated, looking for the right words. "He... didn't make it, ma'am. But I can confirm that it was thanks to his efforts we were able to pull this off in the first place."

"I see..." She nodded grimly. "Well, we'll make sure he's given the respect he deserves for what he's done."

Rainbow actually smiled. "He'd appreciate it, ma'am. I know he would."

Spitfire nodded, gave her a salute and raised her voice to the Pegasi who were now flooding into the factory.

"Alright, listen up ponies!" Spitfire called. "Let's get ready to show these changelings who really own the skies! Get on the bellows, kick up some storms, make it rain and bring the pain! We're taking our city back today!"

* * *

When they had been running and fighting before, it was because they were just trying to get through without getting pinned down. The changelings had still put up some heavy resistance along the way, but they'd still managed to make some good progress despite that. It had still been a challenging effort though.

When they'd started their advance this time, it was practically effortless with the aid that they had this time. She only had to look up at the sky to see that the odds had tipped in their favour, though it was rather strange to see the lower city bathed in the warming glow of the sun, while the area above the palace was enshrouded in the black of night.

Changeling resistance was dissolving away. She could see those in the lower town fleeing out of the city while pillars of fire pursued them and huge flares of sunlight scattered them. Those who still tried to take up positions to stop their advance to the palace also began to flee when jagged bolts of lightning struck the ground near them and showers of meteors rained down upon them.

Cadence could see them in the areas they were fighting, soaring majestically. Celestia, her regal magnificence shining through the beams of her sun. Luna, her righteous rage and fury a terrible sight to behold while shadows and stars gathered around her. Their eyes were aglow, their manes billowing, their power unleashed.

Honestly, she would be surprised if any of the changelings remained behind after seeing all of this. She was actually hoping they wouldn't. Since Chrysalis had been feeding off of them to gain more power while they were her prisoners, they hadn't had much time to recover all of their strength. Hence both because of they thought this had gone on long enough, they aimed only to scare the changelings into retreating without actually hurting them.

Fortunately, it seemed to be working. The fighting must be getting really intense, for she could feel a faint rumbling in the earth. Until they reached the palace and found a large group of them waiting for them. She could see a few guards there too, held in place by their goo.

"That's far enough, ponies!" declared a member of Chrysalis's Guard. "You shan't get past us! We'll make sure of it!"

"Stand down!" she commanded. "This had to end!"

"Not while we're still breathing!" he screeched.

"Is this really worth it?" she asked them. "Your forces are scattered and you can see what the Royal Pony Sisters can do now they're free. Just leave now and we won't retaliate."

"You think us fools? You think we're scared by some sunshine and lightning?!" He threw his hoof back to the door. "Soon, our queen shall join us in battle! Your princesses will be our prisoners and Canterlot will be ours once more! Perhaps it's you who should be thinking of surrender!"

"Then where is your queen?" she pressed on. "Why hasn't she joined you? Why isn't she taking up arms with her loyal soldiers? I think it's because even she knows that this cause is lost."

"Never!" he insisted desperately. "She would never abandon us! It's only a matter of time before she joins us!"

Cadence was about to speak again when the doors of the palace flew open. She couldn't see what was inside, as it was too dark. The changelings, however, all began to cackle, preparing themselves for another fight.

What most of them didn't see were some shadows in the centre of their group. They were moving, like they were alive...

"You see?" hissed the guard. "Our glorious ruler has come!"

"I'm afraid I'll have to correct you on that," familiar voice said within the shadows. "We're not really rulers..."

"... just a couple of students," finished a mare's.

Before the changelings could react, the shadows lashed out like tentacles, swiping away the nearest changelings and smacking them into the walls. They all turned to see Dusk Noir and Twilight Sparkle in their midst, their horns and necklace halves glowing in the dark.

"And class is in session!" they declared together.

The changelings dived at them as one, but they were repelled once more by a cream and violet shield that suddenly expanded from the two unicorns. It exploded in a great flash of light, blinding them and scattering them further. They both charged, Dusk striking high and Twilight striking low, taking down two changelings separately. They struck together on one directly behind those two and sent him flying back into his friends.

They started to swarm them again. A purple flash consumed them both and they reappeared in the air, landing on top of two changelings each. More flew after them, but they used their heads like stepping stones back down to the ground, Dusk punching a changeling before he hit the ground while Twilight kicked one in the head.

"Uh, ya think we should help 'em?" asked Applejack unsurely.

Cadence ducked to avoid a changeling that was punched away. "I think they're going to be fine."

Taking half of the group each, they bowed their heads and mowed them down with bolts of magic, easily reducing their numbers. He whipped off his hat and threw it around in a circle, a resounding clang going off whenever it hit a changeling. It was caught by Twilight who swung at three changelings charging at her and handed it back to her coltfriend.

There were only a few more to go now. Dusk's hooves suddenly turned blue and he sped away, galloping past changelings and hitting them while he ran by. Twilight teleported him randomly to keep the changelings guessing until he arrived back in the middle with her. Hooves turning pink, he bounded into the air and hit a changeling directly above him. Twilight was levitated up on a colour cloud next to him and took out another.

Dazed from their beatings, seeing they were beaten, the changelings took off. Even then, the two unicorns fired off a few more shots to make sure they didn't come back. Confident they wouldn't be coming back, they moved to free the guards and Cadence now motioned for their group to move up.

The guards galloped away to secure the area, while Cadence and Applejack went to meet the two-pony army. She felt that faint rumbling from before while they were.

"'Class is in session?'" Cadence giggled when she came up to meet them. "Honestly, you two."

"It worked, didn't it? Anyway, I didn't see any of you helping," countered Dusk.

"You two looked like you had everything under control," she returned. "I didn't want to cramp either of your styles."

"If it makes ya feel any better, ah suggested that we should help," put in Applejack.

"I knew you would." Beaming, Twilight caught her friend in a hug. "It's good to see you again, Applejack."

"Likewise, Twah." She looked at her with concern. "Ya ain't hurt too bad, are ya?"

"Don't worry, I'm fine." She smiled at Dusk. "He's seen to that."

"I knew he would." She gave him a satisfactory smile while Twilight hugged her next. "Didn't I tell you that love wasn't a weakness?"

"Yes, I think you've proved your point," he chuckled. "Although I think you've proved it long before this with your own actions."

"I'd definitely say so." Twilight smiled all the more. "There was one thing that kept you going all of this time. We've had our reward, Cadence. Now it's time for you to have yours."

Cadence followed their eyes to the palace entrance. She actually felt her heart stop when she saw who was coming out to meet her. They both froze, him on the castle steps, her waiting at the bottom, almost disbelieving the evidence of their own eyes. They had been through so much to see this moment, that it didn't seem real.

But it was. It really, really was. The earth rumbled again, but she ignored it. She only focused on him.

"CADENCE!" He was galloping down the stairs full pelt to meet her.

"SHINING!" She was galloping too. She almost didn't expect to reach him, to find out that this wasn't real, that it was just another changeling trick.

But he didn't fade away when they were feet from each other. When they embraced, his fur didn't suddenly melt away to revel the changeling underneath. When they kissed, she that this taste, this sensation that only he gave her, it could only be him. This was actually happening. She had him back, at long last.

And it was wonderful.

"Shining, my Shining," she murmured happily in-between kisses. "You're here, you're here, you're back."

"I am, of course I am. You saved me." He held her close and she already felt safe. "You did it, Cadence. I knew you would."

"Of course I would." She laughed a little. "I'm thinking somepony made a mistake. Maybe I should have been the captain of the guard and you should have been the princess."

"Nah, I wouldn't have the hips for the dress." He traced a hoof across her face. "I don't think I could do well to match the looks needed either."

She tapped the end of his muzzle. "Well, I think you would make a fine princess."

"Thanks. I think." His smile faded when something else came to mind. "I'm sorry for not coming with you when all of this started. If I had..."

She shook her head. "I don't care about that anymore. It doesn't matter now."

"But I..."

She placed a hoof on his lips and kissed him again.

"I'm just glad to have you back. Even if the only reason I lost you was because you acted like an idiot," she added.

"I did not!" he insisted, putting on a bold voice. "I acted like the brave hero you know and love."

"The line between bravery and stupidity is a very a fine one indeed," she countered. "Then again, it's like Twilight said. You stallions may be idiots..."

"But you're our idiots and we'll make sure you act less stupidly," finished Twilight.

"Even though you did the exact same thing he did." Dusk laughed, but stopped when Twilight punched his leg lightly. "Sorry..."

Twilight giggled and kissed his cheek. A smile returned to the stallion's face and he nuzzled her. Cadence smiled at the sight and looked back to her stallion.

"At least you're back safe with me, where you belong. But just remember," she warned. "If you ever try to act heroic like that again, I'm going to find the strongest binding spell I can to make sure you never try it again."

He laughed. "If you say so, but we both know it's one of those things you love about me."

"I'd be lying if I said I didn't," she purred. "It was very brave, I have to admit and heroes deserve a reward for such bravery."

"Oh really?" he asked sensually. "What kind of reward?"

"I have a few ideas, but I'd prefer to show you when we're alone," she said, matching his tone.

He gave her a half-lidded gaze. "I'm looking forward to it..."

"I am too," she said, returning it.

"Shining, Cadence, please, your sister is standing right here," reminded Dusk.

Cadence rolled her eyes and laughed. "Oh come on, like you two weren't any different when you reunited."

"What?!" Twilight flushed. "What are you saying?! That we... that we just... because we didn't, we wouldn't! I mean, not ever, but just not yet and not um... well..."

She stammered on while Dusk lapsed into embarrassed silence. Enough so they could hear some sounds of distant conflict that didn't appear to be coming from the city, along with that faint rumbling in the earth again.

Fortunately, they were both saved from the possible onslaught of playful mocking by another source.

"DUSK!" A booming, yet joyful voice filled their ears. "MY STUDENT! MY FRIEND! IT GLADDENS ME SO TO SEE YOU UNHARMED!"

"I'm happy to see you too, Lu-" He was cut off from the huge hug the princess gave him, squeezing him like a python.

"I AM MOST PLEASED TO HEAR IT! AND YOU TOO, TWILIGHT SPARKLE!" A second later, she was swept in it too. "THE DAY SHALL SOON BE OURS AND WE SHALL ALL BE UNITED ONCE MORE! REJOICE, FOR THIS A HAPPY DAY INDEED!"

"We're happy to be back together too, Auntie Luna, but you might want to leave those two some air so they can rejoice when this is over," she hinted.

"BUT OF COURSE!" She released them, though she was still smiling. "MY APOLO- I mean my apologies for being slightly enthusiastic."

"Slightly...?" gasped Twilight.

"It's... no trouble, Luna," said Dusk, taking deep breaths. "You are right though. I think we've nearly finished this conflict."

"Then we are of the same mind. Look there!" she pointed. "A messenger comes, no doubt with glad tidings!"

"Dusk! Other ponies!" Rover scampered in, even managing a quick salute. "I am here, bringing report from lower town!"

"Go ahead then," he prompted, surprised at how far they'd come.

"Thank you. Miss Rarity and Supreme High Commander and Super Awesome Warrior Master Spike sends me to tell you that-"

"Hold on," Twilight said, "what was that you just said there?"

"It's what he wanted me to call him." A long silence followed in the wake of this. "What? I'm not exactly over the moon about it either, you know!"

"Okay, never mind," Dusk dismissed quickly. "What's your report?"

The dog nodded, thankful for the return to the subject. "The lower town is mostly secure. The changelings are in full retreat out of the city, but we has another problem. Message from Cloudsdale says that they have beaten back the invading changelings there too."

Dusk's brow furrowed. "I don't understand, how is that bad news?"

"Because the changelings who are leaving Cloudsdale are being reported to be joining forces with the ones from here!" he said frantically. "That means more of them will be coming back for another round. A lot more."

"Then we don't have time to waste." Shining immediately stepped back into the shoes of being captain. "Get back to the lower town, tell everypony and everydog there to dig in and be ready for another attack. Send some flyers to Cloudsdale, tell them we need every possible Pegasus they can spare. This is gonna be a tough one."

Dusk was about to comply, as was everypony else present, when he stopped. He was struck by a sudden inspiration.

"Permission to speak, captain?" he asked.

"You don't need permission, Dusk," he said sincerely. "You're one of the reasons I'm even back to giving orders. Go ahead."

"Thank you. You said this was going to be a difficult battle. Actually," he said, "it might not be."

"What is your plan, my student?" asked Luna.

"Firs of all," he began, "we let the changelings into the city or at least let them get within its borders. Everypony else will retreat back inside the palace, except for Shining, Cadence and a small number of guards to wait for them."

"Okay, I'll buy this for now, even if it does sound insane," Shining said a little sceptically. "Then what?"

"Then..." He let his gaze linger on Cadence, then on Shining. "You two are going to work a little magic."

* * *

Do I even need to say what Dusk has in mind? Tune in next time!


	24. Rage Against The Dying of the Light

**Rage Against the Dying of the Light**

She had been unsure to celebrate in their last victory. It had been just one step along the road and she didn't feel like cheering until they'd reached the end of it. Even now, they still had at least one more fight to go before they'd definitely won this thing.

Even so, this time she was cool with it and she was gonna enjoy it.

She'd spent the last of her energy from the sonic rainboom creating a rainbow over the weather factory. Lightning Dust had flown with her, leaving a streak of orange lightning alongside her rainbow. Her hooves were starting to hurt from how many hoof bumps she'd given and been give, her throat a little raw from all of the cheering she'd been doing.

Everypony else was taking the chance to do the same. The Wonderbolts had done a few celebratory laps and Spitfire made a speech on how well everypony had done. She'd seen Thunderlane reunite with Blossomforth, the latter tackling the former in a desperate hug and looking like she was trying to eat his face, Derpy bouncing up and down on a storm cloud with utter glee, all Pegasi around her making sure to give her a wide berth.

But through all the masses of celebrating Pegasi, she was still on the lookout for just one and it didn't take her long to find her.

"Rainbow Dash!" Even above all of the cheering and whooping, she still heard the relieved tones of Fluttershy above it all. "Thank goodness you're safe!"

"I'd say it's more thanks to my awesome I'm safe, but that works too." She grinned and hugged her. "It's good to see you safe too, Fluttershy."

"You and your team did a great job," she said kindly. "I saw your sonic rainboom from where I was. It was so amazing, I actually cheered for you! Yay!"

"Of course it was. Those bugs never saw it coming."

"I bet they didn't." Her face fell somewhat. "I heard too, about Hard Edge."

Rainbow's smile faltered too. "Oh. You did?"

"Yeah..." She hesitated a moment. "I know he what he did was wrong, but... I'm glad that he came back to our side."

"Yeah. I am too," she said with complete sincerity.

"Now, we can go and help the others too." She looked down from the cloud, in the direction of Canterlot. "I hope they're all okay."

"Me too." She smirked a little. "Especially Ray though, right?"

"Yes..." She flushed when she realised what she'd said. "I-I mean um... yes um, I hope he is okay in that um... that he uh... well..."

"It's okay, Fluttershy," she said confidently. "The guy can handle himself, they all can. I'm sure we'll be there just in time to help clear everything up."

"Okay. It'll be nice when we're all... oh my!" Fluttershy suddenly squeaked. "Do you feel that?"

Rainbow was about to ask what she meant until she noticed it. It definitely hadn't been there before. There was a pressure in the air. Sudden and intense, like somepony had forgotten that air up this high was meant to be thin, tried to fix it and had overdone it a bit.

Looking around, she saw that others were noticing it too. Reactions ranged from mild curiosity to growing fear. Personally, Rainbow tensed, ready for anything.

"Yeah, I feel it," she confirmed. "What _is_ that?"

"Y-you don't think it's the changelings... do you?" she asked fearfully.

"Doesn't seem to fit anything they've done so far," she muttered. "Unless this is some new trick they haven't tried yet."

She started to shake. "Oh dear, oh no..."

"Cool it, Fluttershy. Whatever it is, we can handle it," she said confidently. "We've got 'em on the run, we can take 'em."

"I... I guess so." She began to calm down. "Oh, it looks like it's leaving now anyway. That's a relief."

Again, Rainbow noticed it too. Just as suddenly as it came, the pressure lifted and the air returned to normal like that same somepony had just flicked a switch. There were some murmurs of curiosity and relief from those gathered around her too.

She, meanwhile, was suspicious. What had caused that pressure? Why had it suddenly arrived and just as quickly left? And why did she have a feeling that this wasn't over yet?

"Rainbow Dash?" Her reaction hadn't escaped Fluttershy's notice. "What's the matter?"

"I dunno," she admitted. "I just think we should be ready. Whatever just caused that can't be good and it might be good to-"

She was cut off by a loud, ear splitting and powerful explosion that rocked the very cloud she stood on.

* * *

Dusk stood on a balcony in the palace, from where he had a good view of the lower town. Down in one of the most open parts of Canterlot, he could just make them out. The forms of Shining, Cadence and the small number of guards that stood with them. Every now and again, he would look up for any sign of the coming swarm.

So far, there was nothing yet. He swore he could hear them though, the collective buzzing of their wings carrying on the wind, the tiny black specks of their forms growing steadily closer. The full force of the changelings that invaded them at the start of all this was coming back for another round and that was a lot of changelings.

The very thought of it instilled quite a bit of panic. He would start to wonder if what he had in mind would get rid of them all, if it would even work, if they would have the strength to repel them after all the fighting they'd already done.

Fortunately, Twilight was there to help put his mind at ease.

"Dusk, calm down," she said gently. "You don't need to worry. Your plan is great."

He looked up at her. "You... really think so?"

"Not just that, I know it is," she said, resting her hoof on his. "I know these types of shield spells. They're designed to repel any foreign elements as outlined by the one casting it. In Shining's case, the shield will pass right through ponies, but any changelings will be pushed out of its boundaries, not just the ones that are coming, but also any that might be hidden disguised among us. We'd not only get rid of any changelings that are coming back, but also any that might still be here."

Dusk let out a long whistle. "That's a powerful spell."

"It is," she agreed. "Only a unicorn with years of training would be able to pull it off, which is why Shining is the only one who can."

"And you of course," he said with a smile.

She blushed. "Maybe, but he's been trained specifically for the use of such spells. My training in magic is a lot more generalized. If anything, you'd have a better chance of pulling it off than me."

Now it was his turn. "Perhaps but um, I'd still need some help with it."

"Well, you know how much I love helping you," she said, nuzzling his neck.

Another worry surfaced in his mind. "What if the spell doesn't have the intended effect? He's been out of this for a while and he'd had Chrysalis feeding off of him."

"It will," she said with utter confidence. "With Cadence helping to give strength to him, he'll probably have more than enough. The changelings will at least have a hard time getting in until reinforcements from Cloudsdale get here."

"Yes... I suppose so." He smiled a little more easily. "Thanks, Twilight. What would I do without you?"

She returned it, kissing his cheek. "I dread to think."

Dusk placed a foreleg around her, holding her close, grateful for just being able to do so. Just having her back told him that this whole thing would all be over soon.

He still had that lingering feeling from when he'd rid her from that changeling's control. Occasionally, he would see Twilight giving him her studying look until he caught her at it. Did she notice something too? Did she have some similar feeling? And had his started to grow steadily stronger? Had hers too, if she had it?

He was about to ask her about it, when Princess Celestia arrived on the scene.

"I see that the two of you haven't wasted any time since reuniting," she noted with a warm smile.

"Princess Celestia!" Twilight ran up to her mentor, embracing her. "You're back! Are you okay? Did the changelings hurt you at all?"

"I'm fine, Twilight," she assured, gladly returning her hug. "It's nothing I won't be able to recover from, though I admit my legs are a little cramped from being stuck in that cocoon so long."

"I'm glad it's just that," said Dusk, walking up to her. "It's good to see you and Luna are both okay."

"I feel the same for you both, for all of your friends," she said sincerely. "You've all been through so much to make it this far and I couldn't be prouder. I'd say the Elements made the right choices in picking their wielders."

"Or maybe, princess, you made the right choice by sending one particular one right to us," Twilight said, looking back at Dusk with a smile.

The princess laughed as Dusk blushed. "Yes, it was a decision I admit I'm very proud of. Even so, I'm afraid to say I've come to discuss something other than joyful reunions."

"What is it, princess?" Twilight asked. "Is everything okay?"

"I just want to know if either of you know where Ray is." Her focus was more on Dusk, with a hint of worry in her tone. "The last I heard, he was on his way to aid you against Chrysalis."

"That's true, yes." He briefly recalled all that had happened upon Ray's arrival and what he had seen transpire between him and Chrysalis. "I haven't seen either of them since and I don't really know where they might be."

"I see..." She looked away, her eyes focused on something in the distance.

It was rare that Dusk saw anything break through Celestia's mask of political neutrality, but he could have sworn he saw something akin to fear steadily growing as he'd been talking. He glanced at Twilight and the look on her face told him she'd seen it too.

"Princess," she asked tentatively, "is there something wrong?"

"I hope not," she murmured. A little louder, she added, "I don't think we need to be concerned yet. Besides, I think we have bigger things to worry about."

Dusk looked to see, at long last, the changeling host swarming towards Canterlot once more. For the sake of the battle, he focused on the coming hoard. Even so, the tone in Celestia's didn't have him convinced that the changelings were the bigger thing to worry about. Not in the least.

Especially from a growing pressure in the air he suddenly began to notice.

* * *

Such was the intensity of the volume and power of the roar that it caused the air itself to whip away at Chrysalis while she struggled to keep her hoofing in the ground. Despite this, she took a few steps back. She almost stumbled in the effort. Whether it was from the roar or from the flash of fear she now felt, she couldn't tell.

Even when it died down, her ears were still ringing slightly. The thought crossed her mind briefly that she wouldn't be surprised if those back in Canterlot, possibly even in Cloudsdale, had heard that roar.

However, her brief trepidation was replaced once again by confidence. So it was a little loud. It would take more than that to intimidate her for what she'd been through so far. That roar was just issuing a challenge and she would surpass it, as she already had done.

"Sounds interesting," she muttered to herself with a chuckle.

She looked up and shock took hold. In her efforts to keep from flying off, she hadn't noticed that she'd been pushed across the ground while standing. She had been pushed halfway to the edge of the crater Ray... or whatever he was now, had made.

She was forced to analyse the situation. With his drastic change in appearance, the process of the transformation and the destruction it had caused, not to mention the force behind the roar alone... it was safe to assume that he was much more powerful than previously. She thought back to what had triggered this his repeated growth in power, culminating in this. All of her taunts and jibes, pushing him over the edge.

Of course, that had been intentional. Typically, making ones opponents angry made them easier to deal with. They became driven more by emotion than rational thought, hence making their attacks easier to anticipate and act against. It was usually an effective solution.

With Ray, however... well, the results were fairly clear.

There was only one thing for it. Not wanting to take any more chances and growing tired of this fight, she decided to end this now and quickly.

Without another word, she spread her hooves out slightly and lowered her horn. The creature that had once been a stallion made no apparent movement in response. She gathered up her energy, waited for it to build and let herself have a small laugh when she released it.

A massive inferno of green flames streamed towards Ray. Again, he, or it, made no attempt to move. Chrysalis smirked, watching the flames widen and grow taller, like a wave that threatened to sweep over him.

Now, he began to move.

Slowly, he rose up, standing on his hind legs while hunched over, watching the inferno draw closer. The flames themselves seemed to anticipate this, moving at a faster rate and growing brighter as they went. He continued to watch, appearing to brace himself. It was like time was slowing down, the flames becoming a towering tsunami, bearing down upon him.

Chrysalis noted a low rumbling before she realised it was the creature growling. It raised one of its upper appendages into the air before slamming it down again just before the flames reached it. The effect was like another explosion, chunks of debris and dust flying into the air from the impact. The queen had to shield her eyes and look away from the gale of wind that threw dust into her face, again almost lifting her off her hooves.

She brought her leg down when it stopped. The creature was still standing, looking no worse for wear. Another smaller crater had formed from where its arm, or was it leg now, had hit the ground. Her mighty fire had been completely extinguished by that gesture, like he'd just swatted away a bothersome fly.

Such power, she thought, to create so powerful a shockwave from a single blow...

Meanwhile, the beast in question gave a low growl before rising up and slamming both of its arms into the ground. She braced herself, but no shockwave came. The ground beneath simply split and fractured as its arms seemed to bury themselves beneath. More cracks appeared with every passing second, the ground itself being forced up.

She watched with mild curiosity. Then she heard cracking beneath her hooves. She glanced down, saw the ground below her beginning to fissure and rise up.

She quickly took flight, dashing to the side just as the ground where she had been standing erupted skyward with two, massive crimson, four-fingered claws and arms jutting up through the rocks. Claws even bigger than she was, arms that had greatly increased in size while having also been stretched through the ground all of that way...

She'd seen some odd things before, but this was a new one. At least she'd managed to evade it.

Until a third claw, somehow emerging from one of the previous arms, shot after her. Refocusing on her flying, she swerved through the air, zoomed away as fast as she could across the ground while the phantom claw pursued her.

But it followed her, no matter where she flew. It was relentless, stretching on and on without limit while its owner watched on, effortlessly controlling the claw's movements.

It became a deadly game of cat-and-mouse. Every aerial manoeuvre Chrysalis performed was met with an equally sharp move from the claw. Whenever she was close to the ground, she barely managed to dodge in time when it crashed through the ground beneath her. Each time it did, there was a loud boom, making the earth groan in protest.

She couldn't help but wonder as she flew... for somepony like that stallion, or for any living thing, to be subjected to this kind of magical power... how was he still able to move at all?

She didn't know how long this went on for, but she finally grew tired of running and her pursuer didn't seem to be slowing down one bit. She stopped, threw up a shield just as the claw was about to reach her. The impact was so strong the changeling actually winced from trying to maintain it. If she had the glands to do so, she might actually be sweating from exertion.  
Despite her efforts, four fingertips managed to push through. The clashing of magical forces caused arcs of lightning-like energy, both green and red, to emerge from the breached point. She couldn't sweat, but her head was starting to pound from the energy she was putting out. Knowing what was coming, she readied herself and let the shield fall away.

The claws only hit the ground, for she managed to dart away just in time. Not wasting time, she sped towards the creature, still in the crater. It growled at her approach and she noticed a growing heat while she got closer, but paid it no mind. Instead, she continued closer and drew back her hoof, reinforcing it with magic. This should hopefully knock it off balance.

She was in striking distance when the creature seemed to flatten itself downward and she soared past overhead. Ignoring her singed mane, which must have fallen a bit too close to its body, she resolved to try again. Circling around, she came back for another hit, the creature quickly retracting its arms while she did, the earth ripping itself up while the appendages returned to normal size. She flew on, determined to strike this time.

The creature suddenly leaped straight overhead, Chrysalis bathed in the dark crimson red of its shadow. Before she could correct herself, it brought both arms back, let them grow once more and slammed them right on top of Chrysalis.

A brief shriek went out, along with another shockwave from the impact, making more cracks in the already abused and pulverized earth. When it landed, another cloud of dust rose up, like it too was trying to escape. It lifted its claws to appreciate its work... but there was no body. Chrysalis was gone, with only a hole where she used to be.

The beast narrowed its eyes, wary of this sudden disappearance. It scanned the environment in the same way a fox would scour a series of rabbit holes for the meal that had fled from it. A cracking noise behind it caused its head to jerk in its direction.

The changeling queen suddenly burst up from the ground behind it, her body aglow with her green aura. She was starting to look dishevelled, a revolution of anger replacing the smugness that had once reigned supreme on her face. She was getting fed up of this game. Time to cut it short.

Her aura extended out to her dominant leg in the shape of a blade, burning with the same green fire. She raised it up, ready to bring down on this thing before it could react. It had noticed her, she'd seen one of its eyes widen, but it wouldn't have the time to get out of the way. She had it now!

But then something very unexpected happened. Something... horrifying.

Watching it for any movement, she saw the creature's back. It began to bubble and morph, two orbs of white suddenly appearing, followed by the shape of a mouth. A second head was rising from them, followed by a neck, a waist, two additional arms, all in a split second. The original body parts fell limp, losing their shape and form. So confident in her victory before, Chrysalis was stunned into silence, staring right into the depthless eyes of this creature.

This monster.

She would be glad to slice this abomination in two, as she was about to. But the beast was even faster. Even as it rose from its own body, its eyes never leaving hers, it drew back one of its arms, faster than she could blink and swiped at her.

Amazingly, despite her shock, she managed to react to this reversal of fates and pulled back with enough force, just in time to keep from being severed in two. But she didn't escape without incident. One of the sharp claws managed to slash her across the torso, cutting through her chitin like a hot knife through butter.

She was sent flying backwards, both from the force of the attack and the powerful gust of air it created from the tailwind, hitting the ground painfully until she slid to a stop.

Pain. That was the first thing she noticed. A sharp, piercing pain in her chest which made her gasp slightly and clutch herself. She dared to look down and was completely dumbstruck at the sight. Blood. Green blood. _Her _blood, oozing out from the cut the wretched beast had made. Not only that, but there was a heat from the edges of the cut that intensified her pain. Was it her imagination or were they smoking...?

Through squinted eyes, she looked back up at the beast. The second body that had... grown out of the first was settled on all-fours. The original, still attached, merged back into itself. When it was over, it looked as though nothing had happened. It looked exactly like it did before at the beginning of this fight, body tensed and teeth bared as it growled at her.

She could see her refection in its burning eyes. Dishevelled, tired, burnt and now bloody. How quickly the tides had turned...

Something occurred to her. Looking closer, she saw the beast was exactly where it was originally, at the centre of the crater. Said crater was a mess of scattered rubble and a large spider-web of cracks, much more than before. The beast though... it hadn't moved an inch from its spot, save for turning to meet her attack just before. She, however, had been flying all over the place, trying to do... something. Evading, blocking, trying to attack. But in the end, all she had accomplished...

She actually started to mirror the creature's expression. Her teeth gritted, her growl joining with the beast's, she rose back to her hooves, fury burning in her eyes like her venomous fire.

"You think you can best me?!" she shouted. "I am Chrysalis, Queen of the Changelings, Ruler of the Hive and Leader of the Swarm! I was the one who had brought Canterlot, the capitol of Equestria, to its knees. I was the one to lead my subjects to glory like they had only dreamed of. _I _was the one who single-hoofedly brought down not one, not two, but THREE princesses! I have done much and sacrificed everything and I will _not_ be bested by a simple stallion, or worse yet, some feral, mindless beast!"

Even as a small, imperceptible part of her brain screamed at her to stop and get away from here, she took to the sky, high above the creature and, with her eyes glowing intensely with a mixture of magic and anger, sent down a stream of fire. The biggest, strongest one yet, multiple times larger than those before, with the surrounding area almost becoming darker in the presence of bright, incredibly intense flames.

They twisted and danced through the air, once more taking the shape of a dragon, roaring in rage and hunger. A perfect avatar for the enraged matriarch to exert her will. They hurtled towards their mark, which remained perfectly still. Chrysalis's own rage fuelled the flames, her refusal to be beaten and overpowered intensifying them as they drew closer and closer...  
But even the anger she so exerted was a mere spark compared to one for whom it burned even more than Celestia's sun and all of Luna's stars.

As the dragon opened its maw wide, the flames composing it meant to consume their target whole, the beast stood once more, not the least bit intimidated by the display. Once again, time seemed to slow down as it brought its head back, its chest heaving. It didn't attempt to protect itself, nor did it attempt to stand aside. It just waited for the right moment, right before the flames reach it...

And it roared.

It roared with a force and volume that truly could not be imagined coming from any natural creature of this world. The roar itself, seeming to defy the laws of reality itself, created a wall of sound so perfect, so powerful that it met directly with the serpentine form of the flames. It found resistance only for a moment before it pushed through. It completely extinguished the flames all along the body of the false dragon until it met with Chrysalis herself.

Completely unprepared for this, she screamed from the wall of wind and force that struck her body. She careened away, tumbling through the air above the crater, going beyond its edge and into the tree line. She crashed through endless miles of branches and vines before finally crashing into the ground. The boom it created was like the final beat of a heart before it expired.

She lay at the end of a long, thick scar on the ground she had created upon impact. She managed to rasp for breath and weakly got up, taking down the shield she'd activated at the last second to soften the blow. Even so, she cringed and groaned loudly from the pain she felt when she put weight on her left foreleg.

Looking down, she noted the odd angle it was bent at. Broken. Lovely. Beyond that, her whole body was sore and aching. It was all she could muster just to keep standing, let alone to keep fighting against that... thing.

Though she hated to admit it, she acknowledged now that part of her mind that had been screaming so loudly at her before. She began to cast her head around for a way out. Perhaps a strategic retreat was in order here...

She stopped when another roar pierced her ears. Craning her head, she looked through the tear in the tree line she'd made, all the way back to the edge of the crater and, past that, the very source of her pain. Even from this distance, she could have sworn it was looking directly at her. Right into her soul.

It reared its head and roared to the heavens, its tails splaying out in different directions behind it. As this happened, she felt an odd pulling sensation. Very weak, but it was there, like it was trying to pull her back towards the beast.

Glancing around, she saw surrounding plant life suffering the same effect, leaning towards it. But theirs was different. They seemed to be wilting and dying away, while at the same time, strange orbs began to appear around them in thin air. Translucent, from what she could tell. Some were white and blue, others black and red. She felt some kind of energy emanating from them and reached out for one, curious about it, despite what was happening.

Suddenly, they started to float off to the crater. Mere moments later, something began to form in the air off in the distance, above the crater.

It started off small at first, barely perceptible to her at this distance. However, it quickly grew in size, blocking out a large portion of the sky visible to her. A massive, dark purples sphere, shifting and coagulating as she sees the same orbs merging with each other and blending into the greater mass. Some were larger than others, allowing her to see them from this far off, but it was impossible to mistake even without that. These orbs, whatever they were, were joining together into that single, growing mass... all the while, that creature stood beneath it, looking up while its tails waved lazily back and forth.

Was it somehow doing this? What was it even doing? What was this feeling of energy that Chrysalis was getting from it..?  
Her blood chilled when she finally realized. Looking around only confirmed it, the surroundings losing their colour and life while she watched those orbs continue to form. These orbs weren't giving off energy. They _were_ energy. The energy of these plants, the very dirt beneath her hooves, all of it being... absorbed. Gathered into that huge, single mass up ahead.

By now, it was humongous, almost dwarfing the sun's light and covering the area in complete shadow. She started to feel a growing pressure in the air... like all of that energy being gathered into one spot was causing the air itself to tighten and stop moving. She realized how dangerous this situation is...not for the environment, not for that creature, but for her.

She suddenly began to feel small, insignificant...and out of nowhere, it hit her. That nagging feeling that had been pushing at her throughout this fight, that grew when she'd gotten hurt, and she only now acknowledged as even being present. It was a feeling that she'd never once thought she would experience again.

She was scared. She was scared of this creature, and the strength it wielded. Countering absolutely everything she did with raw power, not moving from its spot except for brief moments, simply roaring loud enough to send her flying, and now...this. Whatever that thing was...it was out of her league. That she had grown cocky enough to think that she could defeat _this_, even while knowing deep down the power it must have...it was _she_ who never had a chance of winning, not her opponent.

However, she'd realized this too late. The pressure around her, combined with the near alien emotion she is experiencing, kept her rooted to the spot as she watched the event unfolding.

The beast, roaring once more, pointed all four of its tails up at the now-finished-and gargantuan-orb floating above it. The immediately surrounding forest had almost lost all life, the trees and plants grown brown and wilted, while the once soft and rich soil has become dry and hard. The pressure in the air around Chrysalis only seemed to grow more intense as the sphere rippled slightly...

And then it started to shrink. The loose rubble on the ground below began to swirl and rise toward the sphere in increasing amounts as the purple mass gets smaller and smaller, filling the air with greater amounts of pressure as it went. All of that energy, being gathered together and then compressed into a small form, was making it so dense that smaller objects were actually moving toward it, like it had its own tiny gravitational field. As the sphere became smaller and smaller, it also lowered itself closer to the earth. More specifically, closer to the beast that was controlling it.

Finally, with a resounding ring, it stopped shrinking, seemingly reaching its limit. At the same time, the unseen force of the pressure caused the ground around the creature, directly beneath the orb, to once again crack and shatter. The beast itself, however, remained unharmed, not even twitching from the force as the sphere continued to lower towards it, stopping only inches above its "face".

Chrysalis, watching this, couldn't believe that this is happening. One simply couldn't be on the receiving end of that much concentrated energy...and survive. How this creature is managing to be so close to it without being harmed in the slightest is beyond her ability to comprehend.

But then the unthinkable happened. If Chrysalis hadn't already been frozen with shock and fear, she most certainly would have been when she saw this.

The beast's jagged mouth began to open, revealing the pure white within. Once its mouth was gaping wide, impossibly so for any normal Pony, Changeling, or any intelligent creature, it leaned forward, toward the orb...

...and ate it. It closed its mouth around the orb, lowered itself back down, and swallowed.

Exactly one moment of silence passed before the effect became apparent, and the beast began to shake violently, sinking down further into the ground as though weighed by the sheer mass of the energy it had just consumed. Through the cracks of its still partially-open mouth, something could be seen shining...and the beast's entire body suddenly expanded outward, as though bloating slightly. The shine only grew more intense, with smoke now rising from the corners of its mouth...

Chrysalis's eyes widened as she realized what was about to happen. She tried to take a step back, only to cringe in pain again as she fell on her injured leg. She desperately buzzed her wings in an attempt to take flight, but it was no use. She was simply too exhausted and pained to move.

The beast, now glowing orange from the energy within, growled lowly as it prepared itself for its final attack. A beam of light now shining visibly through its mouth from within its body, it arched its back, allowing the energy to build up as much as possible. It fell back down to all-fours, looking straight at Chrysalis...

And it fired.

Every ounce, every molecule of energy devoured, instantly regurgitated and released from its maw in the form of the deadliest projectile to ever exist. The very ground split and turned to dust as it made a path for the red, orb-like explosive shell of energy, leaving a path of scarred earth and burning flames in its wake. It took only a second for it to reach the tree line, and then it didn't slow down a second; it began to simply burn through or incinerate anything in its path as it gave off a roar of its own, cutting through the air as it rapidly approached its target.

And that target was Chrysalis.

She barely has time to think. Acting only out of her sense of self-preservation, she channelled every remaining ounce of magical power she had into a shield spell, not allowing any of her own energy to go to waste. The result was a massive green shield that rose above the trees, forming a protective half-dome wall in front of her.

She got it up just as the projectile reached her. It impacted against the shield, and with several flashes of light, it detonated.

It was an explosion the likes of which the Everfree Forest had never seen before. The immediate force of the blast completely obliterated the surroundings, tearing up massive chunks of earth and disintegrating any organic matter within the blast radius. Some of the energy pushing against the shield flowed around it, creating paths of destruction on either side of the shield.

But the shield itself was not holding its ground. Slowly, bit by agonizing bit, the forces acting upon it caused it to crack. Small ones at first, then growing larger and more abundant. Chrysalis, with a growing dread in the pit of her stomach, tried to feed more energy into the shield to keep it up...

But her horn only fizzled and sparked. She had nothing left to give. She was completely spent. As such, she could only watch as the cracks grew larger and larger...until, finally, it shattered with the sound of breaking glass.

But she had just enough strength to say one last thing.

"This...isn't...possi-"

Before she could finish, her scream pierced through the air as the power of the blast reached her, instantly putting an end to all that she saw.


	25. Fear, Anger, Hate, Suffering

**Fear, Anger, Hate, Suffering**

They were almost upon them. Like a dark cloud, they were descending upon Canterlot once more, casting their shadows over every building. Even from here, Dusk could hear the collective buzzing of their wings like a swarm of angry hornets. Only he would go so far as to say these were far worse than any hornets.

But through all of the darkness the return of the changelings brought, Dusk could still see the light of their hope, their ultimate defence glowing brightly below and only growing brighter with every passing second.

It had started as a few flickering sparks from Shining's horn, but then Cadence had begun to add her strength to his. She embraced him, their horns connecting at the tips. From there, a swirling vortex of twinkling, violet energy whirled around their bodies. The longer they stayed connected, the more this vortex intensified, the magical energy gathering at a faster rate and the glow becoming brighter, surrounding their hooves with a small ring.

The changelings didn't seem to think anything of it, continuing to advance and beginning to burn green with their magic in preparation to charge.

It was getting close now, it had to be. He had to squint to keep watching, but he could see them actually begin to levitate off the ground from the sheer quantity of magic that was growing between them and continued to grow ever stronger, their manes billowing from the intensity of it. The guards around them had to back away and even a few changelings seemed to notice that something was wrong. They paused in mid-air, hesitating and even looking a little fearful.

But it was too late for them to escape it. Dusk could see them now, their bodies near consumed by the pure white light, the energy compressing back towards them. A second later, it burst out actually in the shape of a heart. Even their bodies had joined together to form the shape of one as their combined spell was cast.

The effect was immediate and spectacular. It passed right through the ponies standing beside them, but the instant the closest changeling touched it, he was pushed backwards by the magical wall that suddenly hit him, along with the rest of his compatriots. Dusk shut his eyes to shield them from the brightness, but he could glimpse the army scattering in all directions for miles, propelled far away from Canterlot.

It was actually rather hard to believe it when he opened his eyes. It was all over. They were all gone. Not a single changeling was left in the skies. The magical shield surrounded Canterlot once more, stronger than it ever had been. Cadence and Shining lowered gently to the ground, the energy gradually fading away while they gazed lovingly into each other's eyes. Ponies and diamond dogs were already beginning to poke out to see what had happened.

Only after the first cheer sounded, after everypony and everydog in Canterlot chorused along with it with hoof-stomping and howls did he finally let it sink in. Only after he'd turned to Twilight, caught her as she embraced and kissed him when they were both swept up in the moment did he actually begin to believe it.

They'd done it. They had won.

He was about to join in with the cheering, throw his hat up into the air like he'd seen in films, perhaps do some kind of celebratory display with his colours just to make it complete. He was ready to do all of this and more.

Until he noticed that pressure he felt before had grown stronger. He felt as if something were steadily pressing down all around him, but he couldn't say what from.

"You feel it too?" His reaction hadn't escaped Twilight. "I've been wondering what it is."

"Is it some kind of effect from the spell?"

"It doesn't seem likely. Apart from the obvious, we shouldn't be feeling any effects from the shield. Perhaps it might be more intense due to Cadence's..." She trailed off when her eyes turned elsewhere and focused. "What in the wide world of Equestria is that?"

Dusk followed her gaze and soon saw what she meant. In the vicinity of the Everfree Forest, a massive orb had appeared, floating eerily above the trees and, by the look of it, growing larger. Only unlike with the spell that had just been cast, he didn't feel any sort of good feelings about it. He didn't know what it was but...

They weren't the only ones to notice. A few others had stopped in their celebrating to look at it too. Most were puzzled by its appearance. Some looked scared, thinking this might be another changeling trick. Others were definitely suspicious of it and even a little curious by the sound of it. Some of the dogs were actually growling at it, their fangs bared in snarls.

However, all of these paled in comparison to Princess Celestia.

"No... no, no, no..." Her pupils were narrowed, her eyes wide with fear, her whole body tensed like a cornered animal. "Please no... this can't be..."

"Princess, what is it?" Twilight asked urgently. "What's wrong? What is that thing?"

"It just not possible," she murmured, apparently not having heard her student. "It just isn't possible... it can't, it can't..."

"Princess, please," Dusk prompted gently. "If you know what it is, tell us. We have to know."

"No, no..." She shook her head. "You don't know... you couldn't possibly..."

"Dusk, what is this?" Twilight was beginning to sound frightened. "What does she think it is?"

"I don't know," he answered, feeling a growing fear himself. He'd never seen her act like this. "Princess, listen to me. Please, answer us. What is that orb?"

Again, she didn't answer, too focused on whatever it was. Somehow, suddenly, her eyes narrowed even more.

Dusk noted that the pressure was growing thicker when he looked back at the orb. It appeared to be getting smaller now, shrinking rapidly in size. As it shrank, the air around them only seemed to grow heavier, pressing down on them all. He didn't know what it was, but he quickly glanced at Twilight. At almost the same time, they prepared their magic. Whatever was happening, they needed to be ready for it.

Until it vanished. Just like that, it was gone. At the same time, the air returned to normal. Like nothing had happened.

"Curious," Dusk remarked, ending his spell. "Very curious."

"I concur," replied Twilight. "Whatever it was, I don't think it was a natural phenomenon. It looked like magic but... not like any magic I've ever seen."

"Magical study still eludes us in some areas," he said. "I suppose we could look into it when we have the time, but right now-"

"It's not over." Celestia had snapped out of her trance and had crossed over to them, shielding them protectively with her wings. "Brace yourselves!"

Dusk was about to ask what she meant when he looked back out at it. Where the orb had been, there was a bright red glow that took its place. A second later, a bright burst of light that made him screw his eyes shut and look away. This was followed by-

_BOOM!_

Even with the barrier around Canterlot protecting them from the shockwave of the explosion, he could still feel tremors in the ground beneath him. The whole palace seemed to shake, as did every building nearby. Cries of shock and panic could be heard above it, ponies and dogs dashing about and diving for cover.

But as he retreated closer against the princess, reaching around for Twilight's hoof, it stopped. The explosion had ended. In Canterlot at least, apart from some shaken ponies, there didn't appear to be any damage. The barrier had done its work. Off in the distance though...

Dusk's eyes were transfixed on the immense pillar of black smoke that towered into the air where the explosion had occurred.

"Oh my gosh..." Twilight's expression could be seen as quite an understatement. "What in the name of... what was... what even...?!"

"I know," he murmured, gazing out at it. "I've never seen or heard of anything like that. That was... that was..."

"Powerful," she finally said. "I have no idea what caused that, how it happened or what it did but... it was very, very powerful."

"But what could do that?" he dared to ask. "What could even... _do_ something like that?"

"I honestly don't know," she admitted. "Nothing should be able to generate that kind of power, nothing. That wasn't just magic that... that was something else. Something I wouldn't even want to try. It was... it was..."

"Wrong." The word just tumbled out of his mouth.

However, she nodded slowly. "Yes. Wrong." They stared at it for a few more seconds, though it felt like an eternity, before looking back at the Sun Princess. "You know what it was, don't you princess?"

But again, she didn't respond. She didn't move or speak. She didn't even seem to be breathing. She just stood there, staring off at the pillar of smoke. While shock and horror dominated her features, her eyes seemed to flash with any number of emotions Dusk couldn't even begin to decipher. She was both trying to accept and deny what she had seen.

She barely even looked around when her sister thundered onto the balcony with them.

"Tia, Dusk, Twilight, my friends!" Some relief broke out. "You are unharmed then. That is some comfort."

"And you too, Luna," he returned. "I take it you saw what happened?"

"I would not be surprised if any land for a thousand miles did not see or feel in some way what has just happened." She looked hurriedly at her sister. "Tia, what is going on? What manner of devilry have we just witnessed here?"

Still, she said nothing.

"Princess, please," begged Twilight. "We need to know what caused that explosion, but you have to tell us."

"You cannot simply retreat into yourself like this, Tia!" said Luna sternly. "I too, am shaken in more than one sense by that display, but we need your aid if we are to uncover its purpose."

"You're scared, princess, we understand that," pressed Dusk. "Just help us to understand why."

"Ugh, this isn't going to work," Luna said impatiently. "More drastic measures are called for, it seems."

Twilight looked confused. "What do you mean? What drastic measures?"

Luna's only answer was to draw a great deal of breath into her chest. Dusk knew what was coming and quickly shoved his hooves in his ears.

"CELESTIA!" she suddenly boomed. "YOUR SISTER DEMANDS THAT YOU RESPOND TO US, THIS INSTANT!"

Dusk removed his hooves from his ears and shook them to get rid of the ringing in them. At last, that seemed to provoke a reaction. She managed to tear her gaze away and look at her younger sister. Despite this, her focus didn't appear to be entirely on her.

"Yes, my sister?" Even her voice sounded rather distant.

"At last! Are you well, Tia?" she asked. "Very rarely have I ever seen you in such a state and even then, I am hard pressed to recall such a time."

"I'm... I'm fine," she replied distantly. "Just a little... shocked, I suppose."

"Yes, that was fairly evident," she noted. "But still, we must return our attention to the matter at hoof and a great one at that, it seems."

"Do you know what caused that explosion, princess?" repeated Twilight. "Should we be worried? Is there anything we can do?"

"I... I can't be sure yet, Twilight." She took a few moments to collect herself. "Firstly, I would suggest we begin an investigation into that... well, you saw. We need to determine exactly what caused it and quickly."

"An apt suggestion indeed, my sister. I concur," said Luna without hesitation. "How should we proceed?"

"By venturing to the location of where it transpired, with extreme caution." She hesitated a moment before adding, "I will be going with as well."

Now it was their turn to fall silent, shocked by this announcement. Was this situation so serious that Celestia herself was willing to get involved? What exactly were they dealing with here?

"Sister, are you sure that's all together wise?" asked Luna.

"I am completely certain it is, Luna," she replied.

"But what about Chrysalis?" put in Dusk. "Her army might be gone, but we have no idea where she is. We have to-"

"Don't tell me what I must and mustn't do, Dusk," she snapped sternly. "You're just going to have to trust me."

Dusk snapped his mouth shut and nodded silently, stepping back. He looked over at Twilight, who appeared just as bewildered as he was, along with Luna. The princess had never snapped like that at any of them before. Then again, none of what she had been doing so far had correlated with her normal behaviour.

While he and Twilight backed down, Luna was anything but perturbed.

"Tia, I expect that there's a good reason for why you chose to address my friend and student in such a manner," she said dangerously.

"At the moment, Luna, I can't really abide by niceties," she responded. "I've spent too much time here as it is. I must leave at once."

"But why?" she pressed. "For what reason must you have such urgency?"

She shook her head again. "I can't say right now. You're just going to have to trust me, Luna."

She wasn't convinced. "Celestia, an act of magic, the likes of which I have never seen, has just rocked the very foundations of our city and has sent you into a state of reclusiveness that even Starswirl himself would be hard-pressed to match. I'm afraid I'm going to need more to go on than that."

"I'm sorry, but that's all you're going to get." She spread her wings, crossing to the balcony's edge. "I will explain once I return, but for now it would be best if you don't know."

"I beg to differ!" Luna matched her movements. "If you won't tell me, I shall just have to find out for myself by going with you."

Celestia was taken aback. "Sister, are _you_ sure that's all together wise?"

"Correct me if I am wrong, dear sister, but I believe it was you who suggested that _we _should conduct an investigation," she countered. "To that end, I insist upon going with you."

"Luna, I really don't-"

"Now, you'd better not be saying what I think you're about to say, dear auntie." Cadence, Shining and the rest of their friends were all standing at the balcony entrance. "Because I was about to come along too and I would have been really disappointed if I couldn't have."

She stared at them. "How long have you all been standing there?"

"Long enough to hear all of that," replied Shining. "Sorry, princess, but if my wife-to-be is going, I'm going to have to insist that I am too. As Captain of the Royal Guard, I can't let you go unescorted into possibly dangerous territory."

"Don't think yer leavin' us out either," put in Applejack. "That thing went off a lil' too close ta home and ah wanna have a word with whatever it was that done it."

"Indeed," chimed in Rarity. "If there are no other guards other than our dashing captain here, then the Elements of Harmony will make an excellent substitute."

"Count me in three!" said Pinkie brightly. "I'd never miss out on a party, especially one like this!"

"Exactly." Twilight stepped forward. "This is one lesson I don't intend to miss out on."

"The same goes for me," chorused Dusk. "Especially if both of our teachers are involved."

"If they're going, so am I!" declared Spike. "You know, in an assistant sense. I'll just hang back and make a few notes for you or something."

Luna looked smugly at her elder. "I believe they have presented their cases well, Tia. You are always the one telling me how powerful the magic of friendship is. I think this proves the point very well, don't you?"

"All of you, please!" Her fear returned. "I don't think you realise quite how dangerous this is."

"Well, how dangerous is it?" asked Dusk.

"I... I... I can't tell you. I'm sorry, I just can't."

"Then, with all due respect, princess, how are we meant to know just how dangerous it is if you aren't willing to tell us?" asked Shining.

"Captain, this really isn't-"

"'Sides, I dunno if you missed what just happened, but it's not like we ain't done anythin' dangerous before," argued Applejack. "Whatever it is, we can handle it."

"You need us, Princess Celestia," insisted Twilight. "I learned a long time ago that you can't try and solve your problems by yourself. I thought you would have too."

Celestia opened her mouth as if to argue, then closed it again. She looked around at them all, their determined expressions unchanging. She looked back out at the pillar of smoke for a long while. She shut her eyes, shook her head and let out a long sigh.

"I can see there's no dissuading you." She opened them and looked back up. "Fine. Accompany me, if you wish, but we need to get there as fast as we can. Stand close to me."

They all did as she commanded. No sooner had they gathered around, her horn began to glow, encompassing them in a strong magical aura. Dusk took a moment to note how warm it was within the aura before his stomach lurched from an all too familiar sensation.

He felt again the experience of being everywhere and nowhere until his body was rapidly reassembled. He noted feeling a little disorientated, but he was otherwise fine. The balcony of Canterlot had been replaced by a lush, rich forest, though he could see the city off in the distance. It looked like he really was getting used to teleportation spells.

Some of the others, however, clearly weren't.

"Okay, it's official..." Applejack pressed her hooves to her mouth and swallowed, looking disgusted. "Ah definitely prefer walkin' ta teleportin'."

"I did say we needed to get here quickly," reminded Celestia. "Take a moment to gather yourselves, but we must be ready to move as soon as possible."

"But we're here now, Celestia, we only need to walk for a bit to get there. How bad could it really be?" asked Cadence.

Celestia didn't answer her niece. She only gazed up at the towering pillar of smoke and said nothing.

Dusk found himself looking up at it too. Back in Canterlot, he knew it was big, but it was only now he was almost standing in front of it that could see how tall it truly was. And they were about to confront whatever caused it. Perhaps the princess was right to insist that they stayed behind. The idea of actually finding what had created such destruction...

He put those thoughts aside. They had all volunteered to come along because it was the right thing to do. It wasn't as if they had a chance of being outmatched. All three of the royal princesses, the captain of the guard, almost all of his friends who wielded the most powerful magic in Equestria and his ever loving marefriend. Whatever it was that was here, they would be ready for it.

He only grew more confident in those feelings when two more welcome faces joined their company, swooping down from the sky above.

"Rainbow Dash! Fluttershy!" The two Pegasi were knocked to the ground by Pinkie's diving hug. "You're both okay! I'm so happy, I could just hug you! Oh wait, I already am!"

"Yeah, so my cracked ribs are telling me." Rainbow rubbed her mane affectionately. "It's great to see you too, Pinkie. All of you."

"And you too." Dusk gave a hug to Fluttershy and a hoof-bump to Rainbow. "I knew you two would make it out safely."

"Of course we would, we're awesome," grinned Rainbow. "Well, I'm higher on the scale, but Fluttershy here still ranks pretty decently."

"Thanks..." The animal carer blushed and smiled. "I'm happy you're safe, big brother and that you rescued Twilight. It is Twilight, isn't it?"

"Don't worry, it's the real me, Fluttershy," she assured. "Are you sure it's the real you too?"

"I hope so," she giggled. "Sorry, I just thought it would be good to check."

"I suppose you're here for the same reason we are," said Rarity.

"You mean that explosion? You guys heard it too?"

"Heard it, saw it, felt it, darn near knocked over by it," said Applejack.

"I know, right? And I thought my sonic rainboom packed a punch, but that thing was on a whole other level!"

"We've already fended off the changelings in Cloudsdale, so we both volunteered to go and investigate it," added Fluttershy. "I was hoping that you all were doing the same thing. Good to see I was right."

"Although, checking it out from the sky, even I gotta say I'm not too sure about going out there," she confessed.

Applejack laughed. "Come on, Rainbow. Figured it'd take more'n a big ol' cloud-a smoke ta scare you off."

The daredevil didn't laugh. "Believe me, it's a hay of a lot more than just the smoke."

"It really is. It's really..." Fluttershy trailed off when she noticed something. "Wait a minute, where's Ray? Isn't he with you?"

"We um..." Rarity took a moment to pick her words. "We're not exactly sure where he is, darling. B-but don't worry, I'm sure we'll find him."

"Why? What happened to him?" She suddenly gasped. "Oh no! He isn't... I mean, is he...?"

Dusk quickly caught her meaning. "No, no! Nothing like that. He went to challenge Queen Chrysalis and... he ended up fighting her alone."

Rainbow laughed. "And I thought I was crazy."

"You're not crazy, Dashie. Ponies say I'm a little crazy, but I don't see it." Pinkie patted her party cannon at this, resulting in a burst of confetti and a flag shooting from the barrel with the legend 'boom' written on it.

Nopony chose to comment on this.

"That does sound like him..." A small smile tugged at her lips before it vanished. "But what's happened to them? Did he manage to beat her?"

"Don't worry, Fluttershy," comforted Twilight. "I'm sure Ray is fine. Once we're done here, we'll find out what happened to him and the queen."

"And on that note," Celestia said, "I think it's time we see for ourselves. Stay close to me, my little ponies. Do exactly as I tell you to. If I tell you to run, you run. If I tell you to hide, you hide. If I tell you to go and leave me to save yourselves if need be, you do it. Am I clear?"

"But princess-"

"Am I clear, Twilight?"

She gulped. "Y-yes, princess."

She nodded in satisfaction and led them on. Nopony spoke at all. The tension in the air was as thick as the air pressure that had been pressing down on them before and it only grew with every step they took. Even the Forest was silent, without a single sound from any of the creatures that dwelled within it.

Even with the combined light of the present unicorns and alicorns lighting the way, the trees still enshrouded them in darkness, almost like it was trying to hide what they had come searching for from them. When they eventually came to a break in them, stepping back out into an area where the sun's rays glared down upon them, Dusk could see why.

They had reached the area where the smoke originated, with it snaking up higher than any of the tallest spires in Canterlot. It emerged from a crater of barren land that felt strangely warm to the touch and only grew hotter when they tried to step where the smoke rose from. Not that anypony tried to go near the centre anyway.

It wasn't just the crater though. From one point, Dusk could see a long scar through the thickets of trees that stretched on for quite a distance. The branches and even trunks of trees looked bent and broken. Like something had just crashed through here and struck the small crater here. Rather like a meteor or ship in some sci-fi novels he'd read, only there didn't appear to be much here other than smoke.

But even the trees that had been knocked aside looked better than some of the other plant life. Somehow, most of it looked… well, dead. The ground felt harder than usual, plants in the area had all but completely withered away and even the trees had lost their lush leaves, leaving only bare and lifeless husks like in winter. Only it they didn't look they'd be re-growing them again. It couldn't have been from the explosion, the crater didn't have a large enough radius to encompass it.

It was like something had just… drained the life out of everything here. He wasn't the only one who'd noticed.

"Oh no… oh, all of these poor plants and trees." Fluttershy hung her head. "I hope all of the animals got out okay."

Applejack stomped on the ground. "Shoot, sand in the desert felt more fertile'n this. Ah can tell ya this land ain't gonna be growin' anythin' anytime soon."

Pinkie suddenly stuck her head in the dirt. "Yep, nothing much down here. Not even little wormies."

"What in the world could have done this?" murmured Rarity.

"Would you believe me if I said this is just the start of it?" asked Rainbow. "This is where the smoke is coming from, but Fluttershy and I spied something else too and it's right at the other end of there."

She pointed at the long scar through the trees.

"Then whatever caused this must be at the end of there," reasoned Shining. "Let's go and find it then. Proceed with caution."

"A moment, captain." Luna's horn was glowing and her face was set in a frown. "I am trying to determine something."

"What is it, Luna?" asked Dusk.

"It is curious, my student," she remarked. "I am sensing residual magical traces in the air here. Mostly it is from whatever caused this, yet I also feel traces that only changeling magic might leave behind."

"Chrysalis?" he asked. "You mean she's here somewhere?"

"So it seems, yet I can only find traces of her," she reported. "The Queen herself is noticeably scarce."

"Interesting…" Twilight stepped forward. "Could she be hiding somewhere nearby?"

"If she is, we will find her," Celestia said, her horn glowing along with Cadence's. "Spread out, but don't go too far. She can't be far off."

"I hope she is here somewhere." Cadence growled a little. "There's a few things I'd like to discuss with her, monarch to monarch."

The minutes dragged by while the three alicorns scoured the surrounding area. The rest of them stood ready, in case the changeling suddenly burst out at them. Dusk was of much the same mind as Cadence. Chrysalis had a lot to answer for and now, it seemed like she was about to.

Yet he couldn't shake off a different thought that occurred to him. Was Chrysalis really hiding here somewhere… or had something else happened to her? For some reason, his eyes were continually drawn to the pillar whenever this thought surfaced.

They relaxed a little when the princesses returned, two of them notably confused.

"There's no sign of her anywhere," said Cadence. "The magical traces all lead back to here."

"Yet she is nowhere to be seen here," said Luna. "How can this be possible?"

"She is here." Celestia's voice was like the ringing of a mourning bell. "I just don't think there's much left of her…"

A shocked silence fell in the wake of her words and what they meant. Dusk stared at the smoke, the small crater it came from. Even though she had been an enemy and a tormentor, the thought that this was all that was left of Queen Chrysalis… it shook him greatly.

Luna was the one who broke the silence. "The question still stands then… what exactly caused this?"

Again, Celestia said nothing. She only stared down the scar that had been created. When she began to move along it, it was at a slow, mechanical pace, like her mind wasn't in complete control of her body. The rest of them followed, albeit more reluctantly than before. He couldn't really make out what was at the end of the dirt path, but there were other signs they were drawing closer to the source.

When they'd started off, the Forest had been normal in its own sense. But the closer they got to the end of the scar, the more signs there were that something was very wrong. No sounds of animals of any kind echoed through the undergrowth, if there was any. Like at the sight of the smoke, the lifeless, dead plant life was increasing the closer they got. A whole vibrant, magical ecosystem reduced to such a state…

Dusk both pitied the Forest and dreaded encountering what caused it. He made sure Twilight was by his side and tried to take some comfort in the fact that she was here. They had faced many more threats before. If there was one here, they'd face it and defeat it, like they always had.

But those thoughts weren't exactly comforting when they stepped out of the trees at the end. They were all but drowned out by the new sight his eyes beheld.

A crater, large enough and deep enough to place the whole of Ponyville into, sat like the gaping maw of a beast before them. Dust hung thick in the air within it, completely enshrouding everything that might be down there. Not that they were focused on what lay within. All eyes were fixed on either the crater or the expanse of desolation that surrounded it.

"Holey moley, that's a big holey!" Pinkie's mouth dropped to the floor.

"Land's sake…" remarked Applejack. "Not that the land here's much good now anyways…"

"Wow… from the sky, it didn't look this bad." Rainbow dashed back up, hovered for a moment and flew back down. "Nope, it actually looks worse from there."

Cadence lifted her hoof. A plant she'd stepped on had reduced to dust. "Just like where the smoke is… only much worse."

"It's all dead…" Fluttershy's voice was a whisper. "Everything here… gone."

"Take heart now, Fluttershy. I'm sure the Forest can recover from this and return to its usual dreadful state in no time," comforted Rarity, though she didn't sound so convicted either. "Right?"

Luna nodded slowly. "The magic of the Everfree Forest runs deep. It will heal, but it will be a long time before it does."

"I never knew anything could even hurt the Forest like this," said Dusk.

"Neither did I," agreed Twilight. "This whole environment is full of naturally occurring magic that's both abundant and untamed. It would take something really big to damage it like this."

"Well, we felt it all the way in Canterlot and Cloudsdale," reminded Shining. "Whatever did this, I don't think size is much of an issue for it."

Again, Celestia was silent. The sun princess looked over the scene, first at the crater, then back at the pillar of smoke where they'd come from. It was like she was searching for something. Their collective question hung heavily in the air until she finally answered. When she did, it was a low tone, filled with dread.

"There's only one thing that could have done this…"

They waited in silence for her to continue, but she didn't. Once more, they were about to ask what she meant until a gust of wind blew by. It cleared some of the dust that lingered at the bottom of the crater.

The low growl that accompanied it seemed to shake the earth itself. All those present immediately tensed. The wind died down and Dusk could see a dark red glow vaguely through the last clouds of dust.

"It is as I feared." In a louder voice, Celestia ordered. "Go. All of you, leave at once and quickly."

Dusk was just as bewildered by this order as everypony present. Then he saw her face and the pure terror set within it.

Even so, it was met with resistance. "But princess, we can't just leave you!"

"Yes you can, Twilight. You gave me your word-"

"But now we must break it," insisted Luna. "Whatever this is, we refuse to leave you to face it-"

"I am not arguing with you!" she cried frantically. "I have told you once, I shan't do so again: leave NOW!"

Before any of them could fully register her uncharacteristic behaviour, they noticed the glow in the crater stirring somewhat. Another growl came with it. Like whatever was down there had finally noticed they were here.

Celestia seemed to realise this. She was actually beginning to sweat now.

The whole group watched. The glow became a shadow within the thinning cloud of dust. Dusk could have sworn that, against the dark glow of the shadow, he could see two points of white light on it. Almost like eyes. Looking directly at them.

Paralyzed into shocked stillness, they waited for something to happen. Silence, as tense as a bowstring, followed for an unknown amount of time. It didn't last forever though. Somepony-he couldn't tell who-shifted a bit and caused a small pebble to roll down into the crater.

That disturbance was all that was needed.

Suddenly, the shadow rose, glowing even brighter, its shape becoming more discernable. Celestia spun around and tried to shout something, but her voice was drowned out by a powerful roar that filled the air. Dusk slammed his hooves into his ears to drown out the sound, as did everypony present, even the princesses.

But it was still loud. Loud enough that he could recognise it. It was the same one he'd heard with Twilight, when they'd taken out the changeling. Only now it was much closer and much louder. So loud it shook his bones and the earth beneath his hooves.

The power of the roar caused the wind to once again whip around them, forcing some of the group to close their eyes, and quickly clearing away what dust remained clouding the air within the crater. Once the roar died down, those present slowly opened their eyes and uncovered their ears.

That's when they saw it, down at the bottom of the crater. Looking right up at them. A burning crimson form in the shape of a wolf, four tails whipping around aggressively behind it, pure white eyes boring right into them.

"Oh my…" Cadence stared openly. "Just when you think you've seen it all…"

"Everypony, get back, get away from it," Shining warned, pushing his betrothed back. "Somepony mind telling me what we're looking at here?"

"That's… one big, angry doggy," gasped Pinkie.

"I would like all of those present to know that I mean it when I say that, of all the worst things we could have seen… this the WORST! POSSIBLE! THING!" Rarity exclaimed.

"An' how," agreed Applejack.

"Eh, that thing doesn't look so tough," Rainbow said in an attempt at bravado.

Fluttershy only shivered in silent terror.

"Dusk," whispered Twilight, "I don't suppose you have any ideas?"

"None. You?"

"Nothing," she admitted. "It… it looks like it's made up of pure energy of some kind. It looks like magic but… nothing I've ever seen."

"Me neither…"

Surprisingly, Luna had no comment to make. Perhaps this was because she was more focused on the state of her sister. Seeing this… thing seemed to finally set something off inside her. She had frozen once more. Her legs were trembling, her lips quivering and her eyes wide open, the pupils shaking in a way Dusk didn't even knew they could.

She knew what was going on, what that thing was. And she was terrified. Princess Celestia, Embodiment of the Sun and Ruler of Equestria… terrified by whatever that thing down there was. That alone was enough to instil more fear in Dusk than just seeing this aberration could have caused alone.

"You know, don't you?" Dusk asked her. "Is this what killed Chrysalis?"

"Tia, you cannot keep this from us anymore. Tell us, what are we facing here?" She didn't respond to their questions. She didn't even seem to hear them.

"Princess, don't do this to us," begged Twilight. "Please just tell us what it is. We have to know!"

"Oh my goodness!" Fluttershy suddenly snapped out of her fear. "Ray was out here with Chrysalis, with this… this monster! But where is he?"

"You're right! I haven't seen him!" Rainbow started to look around. "We gotta find him, make sure he's okay! Plus, he's really gotta see this!"

Dusk had an idea. "Luna, perhaps you could try and trace his magic, like with Chrysalis."

"I will try, my student, but if he did come here with the queen, then I cannot help but wonder…" She didn't need to finish the sentence. She looked back at the smoke.

"You don't have to worry about him." Even Celestia's voice was trembling. "He… hasn't ended up like Chrysalis."

"How do you know that?" Fluttershy asked frantically.

She spoke very slowly and deliberately. "Because, my little ponies, the creature you see before you… is Ray."


	26. Caging the Beast

**Caging the Beast**

The words echoed over and over in the minds of all of those present. Dusk was no different. It was Ray. The creature down in that pit was Ray. That horrific, blood-chilling, ferocious monstrosity was somehow their friend. Their mischievous, teleporting, fun-loving friend was really… that creature. That beast.

The relief they'd felt before morphed once more into dead, shocked silence in the wake of this news. Dusk felt his jaw drop, his mind trying to process the words his ears had heard. It just didn't seem right, didn't seem real…

The others all seemed to be thinking the same thing. One of their number soon managed to break out of their stupor enough to voice it.

"Is this some kind of bad joke?" demanded Rainbow angrily. "You really expect us to buy that?"

"Yeah!" Pinkie laughed. "That's a good one Princess! Except it really isn't."

"Yeah, come on," added Applejack. "Ya can't seriously be suggesting that thing down there is our Ray Strike."

"Absolutely!" Rarity laughed in a desperate manner. "What a completely ludicrous suggestion indeed! Preposterous even! Why, it's almost funny!"

But she and the others soon stopped the longer they looked at Celestia. Her expression was set and her tone made the point even clearer. She was being completely serious.

"I assure you, Rarity, that none of this is funny."

The silence returned briefly as this news began to sink in. Dusk was still trying to believe it, every fibre of his being willing to deny it. How could it be true?

"Princess," he murmured, "how is this… even possible?"

"I'm wondering that too," voiced Twilight. "How did this happen?"

"I can't share all of the details just yet," she told them. "But, if I had to guess, I would say that it was Ray's anger towards Chrysalis that triggered his transformation."

"Hold on, hold on. His 'anger' did this? I don't understand what that means," voiced Shining. "I mean, I've heard about ponies changing when they're angry but I'm pretty sure it's not on this type of scale."

"That's a very good question," pointed out Pinkie.

Celestia ignored that last part. "I mean that the anger Ray felt towards the changeling queen must have been so intense that it boiled over and caused the power within him to emerge and take over him. He has been completely subsumed by the power his rage unleashed, transforming him into that beast. And the unfortunate victim of that rage was Chrysalis, who ended up suffering the price."

There was a moment of hesitation for these words to sink in.

"That just raises further questions!" the party pony shrilled.

"Celestia, you'll have to be clearer than that," insisted Cadence. "What do you mean by the power inside him? And like Shining said, how can simply being angry cause something like this? No matter how great the rage, no emotion could do something like this in a normal pony."

"That's because he _isn't_ a normal pony," she answered. "He is very different, more different than any of you could imagine."

"Enough!" Luna had finally lost her temper. "I tire of how you have been behaving recently, Celestia, leaving our questions without answers and stirring more with the answers you give! Tell us now what is going on _without_ all of these cryptic nuances!"

Instead of matching her sister's anger, Celestia simply hung her head and sighed.

"I'm sorry, Luna, but I can't tell you what you want to know at the moment, but I promise I'll explain later. For now, I need you all to trust me and to deal with this problem before we do anything else, for it is a most dire one indeed."

"We can see that, your highness," Dusk said respectfully. "But could you please give some explanation as to what you mean by that. The better we understand what's happening, the more chance we have at stopping it."

Celestia's look became pensive as she considered his argument. Meanwhile, the beast watched from below, like how a predator might watch its prey before it pounced. It was studying them, assessing them. After a while, she took a deep breath and began again.

"Very well." She nodded at the beast. "As I said, the creature before us is Ray Strike… yet he also isn't. It is a physical manifestation of his rage. The power within him is emerging because of this rage, consuming his body and taking the form of the beast to whom it really belongs."

"But what does-"

"Please, Twilight, this is important." Her student fell silent and she continued. "One thing you must understand is that Ray is no longer in control of his actions. He is completely under the influence of his anger, mixed with the power inside of him. It has turned him from a completely different entity from the Ray you all know… it's turned him into a monster."

Dusk didn't need a long stretch of thought to know what this reminded him all too well of. The memory of his growls and laughter still echoed a little in his mind like threatening whispers. It was so similar, it was almost frightening.

"This is like with me and Doom," he voiced aloud. "If Ray is being controlled by some kind of force inside of him, couldn't we just try and get through to him? I remember Doom's influence becoming weaker whenever he was reminded of whose body and mind he was hijacking."

Celestia shook her head sadly. "I'm afraid that won't work. While you are right in that there similarities, this isn't the same situation as it was with your darker side. When he controlled you, you were still aware of what was going on around you. Your body was under his control while you were trapped inside your own mind, unable to act against it."

Twilight spoke up. "But how is this not the same thing? It seems like it to me."

"Because Ray isn't simply being controlled. His entire being, body and mind, have been consumed completely. The levels of emotional intensity that triggered this transformation are far beyond what the average mind would be able to handle normally. Ray is within his own mind, but he's unconscious due to the sheer sensory overload, leaving his body with only one controlling influence: anger. Right now, that's the driving force behind this creature. You can't get through to Ray because he simply isn't there. He's acting purely off primal instinct and the power inside him, nothing else.

"I know it sounds cold, Dusk, but trying to get through to Ray would be pointless. His situation, dare I say it, is far more dire than in your case with Doom. It cannot be solved in the same way," she said with utter finality.

Upon hearing this, and hearing the truth behind every syllable of every word Celestia said, the true nature of the situation dawned on all of them...but especially Dusk.

He looked down at the creature, trying to see it as Ray...he thought he could vaguely make out the shape of Ray's body and unkempt mane against the body of roiling red energy, but...he was virtually unrecognizable. Almost everything about Ray at the moment was so...different. Alien. He no longer resembled a pony in the slightest sense of the word. The closest thing he could be related to was simply an angry, feral beast of some kind. Nothing like the joyous, friendly stallion he'd once known.

Ray, or the thing that had once been Ray, down in the crater, broke his own disturbing silence by letting loose another roar. An angry, impatient roar, even louder than the previous one, and it forced the group the try and keep their hoofing on the ground until it died away.

If seeing his body didn't convince him, that roar did. Nopony, in fact nothing he knew, made a roar like that. A dragon would tremble to hear it and the one among their number certainly was.

"You see now, don't you?" Celestia said. "He is transformed… but not irreversibly."

That caught Dusk's attention, along with the rest of the group. All except one, butter yellow Pegasus who had her eyes transfixed upon the creature in the crater. The words of those around her were drowned out as if he'd roared once more. It still rang in her ears.

Fluttershy could only stare at the form her friend had taken, only thinking with disbelief that that creature...is Ray. In her mind, she recalled flashes of memories: every time he'd ever run up to her in greeting, talked with her, comforted her, reassured her in her times of need...but most of all, his smiling face, with that grin that always managed to set her mind at ease...

How much she wanted it to be real, that she could actually begin to feel that comfort.

Then that image was replaced by the dark, growling face of this creature staring at her instead. He'd gone after Chrysalis alone, because he'd been angry about everything she'd done, especially to his friends...to Dusk and Twilight. He'd wanted to protect his friends...and this was what he'd become.

Slowly, unseen by those around her, tears began to well up in her eyes, and they start streaming down her face as she silently wept, not making a sound. As quietly as she always was.

Meanwhile, everypony else had their attention on the princess.

"You mean that?" Rarity asked. "There really is a way to reverse this?"

"Indeed. The form that Ray has taken is due to his rage, causing the magical power residing in him to consume his body," she reiterated. "I am able to reverse the effects by redirecting the energy back within Ray's body, then suppressing it, thus returning him to normal."

"Can't you eject it from his body?"

"Believe me, Dusk, if I did that… then I don't think even I would be able to stop it."

"A feat like that surely cannot be easy, Tia," noted Luna.

"It isn't. This spell is a specialized one and quite complicated at that. I'm afraid to say that, in my state, it will take me a bit of time to prepare it. Until then…" She hesitated. "Until then, I will need the help of everypony present."

"What can we do?" asked Shining dutifully.

"Provide moral support? Something safe like that?" asked Spike hopefully.

"I'm afraid not. Ray's current behaviour is that of a beast and, therefore, he must be dealt with as a beast. Somehow, you'll need to delay him long enough to use my spell on him and turn him back to normal."

"Fly circles around him until he's dizzy, I get it," Rainbow said. "You can count on me, princess."

"And on all of us," promised Twilight. "Whatever it takes to help him, we'll do it."

"I appreciate your bravery, but you have to understand this won't be any simple task. This creature is unlike anything you've ever seen or dealt with before. It's power is-"

She was cut off by a yellow form dashing past the group and into the crater, flying through the air toward Ray at the centre. Everypony was stunned briefly, but they all recovered once they see what she was doing.

"Fluttershy, don't!" Rarity called. "Don't go down there!"

"Little sister, stop! Come back, it's not safe!"

The others were all calling too, but she ignored them, thinking only about Ray. He wasn't a monster, not the Ray she knew. He must still be in there somewhere! She just had to try and get through to him!

Approaching the centre of the crater, she let herself touch the ground and began galloping towards Ray. His body tensed, as though expecting an attack. The others, still at the edge of the crater, yelled for her to get away, but she wasn't listening. With tears still streaming down her face as she got closer, she drew breath and screamed her loudest.

"RAY! PLEASE, STOP! It's okay, the fighting's over, you can stop now! There's no more reason for you to be angry! Please, Ray, please, just stop!" she begged. "Just listen to me! You have to-"

She was getting close when she suddenly tripped over a loose stone jutting up from the ground. She fell over and hit the ground hard. Still crying, she only now realized how hot the air around her had gotten.

Looking up, she saw the bestial form of Ray right in front of her, looking back down at her and growling, with unknowing, pure white, enraged eyes...

Eyes that were not his.

With her own eyes widening in growing fear, her body trembling, she saw the tails behind the creature swaying about...and one of them lashing out around his body and coming down towards her.

The others all yelled, and Fluttershy herself couldn't make a sound as the tail made to strike her where she lay.

Suddenly, a bright blue shield rose around Fluttershy just before the tail smacked into her.

Dusk cried out involuntarily. He looked, saw Cadence's horn was glowing brightly, her wings flared out. Unfortunately, the shield didn't last for very long, staying up for only a moment before it shattered under the power acting against it. Cadence shrieked briefly and collapsed while the tail continued toward its mark.

This time, there was nothing the group could do. The tail swiped against Fluttershy's prone form. Dusk winced and cried out at the same time she did. The impact sent her rolling across the ground until she slid to a stop. She didn't move. She didn't get up.

Everypony was silent for a few moments as the reality of what has just happened dawned on them.

The reactions were mixed. The three princesses were shocked, even Celestia was a little. Rarity and Spike stared in disbelieving silence, stammering every now and again. Shining, Applejack and Rainbow expressed their evident anger towards the beast. Pinkie's face darkened as her bubbly mane deflated and hung around her head.

Dusk and Twilight looked at one another. They were both thinking the same thing. Neither one wanted to confront the truth, but Celestia was right. If Ray really was in there somewhere, he never would have done anything like that to Fluttershy. That meant there was only one thing they could do. Something Celestia was grim to confirm.

She looked at all of them. "We need to end this quickly. Can I count on you for that?"

The two unicorns stepped up, Twilight speaking for them. "We'll do what we can, Princess Celestia."

There was no need to ask the others. Their resolves were steeled. Whatever that thing was, it wasn't Ray. It really was a monster. And it needed to be stopped.

"I know you will. Good luck, to all of you." She raised a hoof and pointed boldly at the beast. "Advance!"

Either sliding down the sides of the crater or flying down on wings, the ponies and baby dragon charged towards their target, though not with much of the same vigour if they were still fresh-faced after a rest. The beast, meanwhile, just watched them from the centre, tensing for a fight.

"Dusk, Cadence! You two check on Fluttershy!" instructed Twilight. "The rest of you, with me! Keep your distance and spread out, make sure it can't focus on one target!"

Dusk diverted his route, joined by Cadence as they galloped and flew towards her prone form. He let some relief flood through him when he saw that she was still breathing.

"Oh, little sister…" He pressed an ear to her chest, feeling it rise and fall weakly. "I'm sorry…"

"She doesn't look too bad," said Cadence, checking her over. "I think my shield took the brunt of that blow. She has some bruising and probably some concussion, but she can't stay here."

"Get her out of the way and leave her with Celestia," suggested Dusk. "Then, we can help the others."

A loud roar shook their ears again, followed by an almighty slam that actually made him wobble on his hooves and nearly fall.

"You won't want to waste any time then." She lifted the Pegasus onto her back. "Go, they need you! I'll join you in a bit!"

Dusk nodded and rounded to face the beast. It remained at the centre, tails thrashing about and its head turning this way and that while the others spread out and surrounded it. As Twilight had ordered, none of them were risking getting too close and were attacking from a distance.

"Rainbow Dash, to me!" Luna's horn was glowing, storm clouds gathering around her head. "Heavens, heed my call!"

The black clouds gathered around her in a spiral and she thrust a hoof out. At the same time, lightning struck the beast, either around it or directly. Another growl rumbled in its throat and it tried to swipe at Luna, but she dodged the blow, continuing to rain lightning down upon it.

Rainbow helped too, grabbing storm clouds that Luna gathered and stationing them around the beast while it went for Luna. Once they were set up in a circle, she dashed by them, kicking each one so lightning struck from many different points around the creature. The growling increased as it watched them both, the bolts seemingly not affecting it.

Suddenly, it stood on its hind legs, hunched over. It raised its paws as Rainbow was returning to the centre and slammed them together in a clap. While the paws came together, they pushed away the storm clouds around it and the shockwave of the blast hit Rainbow full force. She crashed from the sky, while others struggled to keep their hoofing from the blast.

Rainbow tried to get up as the beast raised another claw to squash her. It was stopped by a barrier conjured by Shining, Applejack galloping up from behind him.

"Get her out!" The farm pony obeyed the captain, helping Rainbow to her hooves and moving away. "Good work!"

He galloped away and dropped his shield, just missing the claw that almost crushed him flat. He struggled to stand up straight and tried to move, but another slam made him fall. He rolled out of the way just as another claw hit the spot where he had been.

"Ah got this!" Applejack galloped up to the claw and raised her rear hooves to applebuck it. They slammed into it…

And the farm pony screamed as they made contact. She fell forward, her hooves actually smoking from it. She didn't have time to let this sink in, for the finger of the beast's claw flicked at her casually. She skidded across the ground, her head striking a jutting rock as she went. When she stopped, she didn't get back up.

"Applejack!" Rainbow was back in the air in an instant. "I'm coming!"

The beast's paw suddenly lengthened to unnatural lengths and it looked like it would grab her. Before it could, a rainbow streak darted by and the farm pony was gone, leaving it grasping at empty air.

Something sliced through the air and Rarity danced by, her bladed scarf glinting against the dark red glow.

"You uncouth, hyper-aggressive brute!" She stood in a ready stance. "Time to teach you some manners!"

Twirling and spinning, her scarf cut the beast's paw while it watched her. Dusk could have sworn he saw amusement glinting in its eyes. Even so, it looked like she was making incisions in the roiling mass of energy.

"Ah ha!" She stood back in triumph. "How do you like… that?" Her face fell when the wounds she had made closed and healed in seconds. "Well, I suppose we'll just have to…!" She raised her scarf, only to see that most of it had burned away. "Ah… oh dear."

One of the wounds she'd made widened and a smaller version on the beast's claw burst out and shot towards her. She shrieked, she didn't have time to get away-

A purple and green form pushed her aside just in time and the claw struck him instead. A trail of black smoke accompanied him as he tumbled to the ground.

"SPIKE!" The unicorn galloped up to him. "Oh, my little Spikey-wikey, no!"

The dragon coughed. The smoke emerged from the three claw marks raked across his back. Thankfully, no blood did.

"Thick scales, remember? Can't feel a thing." He rapped them and winced. "Okay… maybe a little bit."

"Oh Spike…" She levitated him gently onto her back. "I'll get you somewhere safe."

She hurried away, luckily with no further attacks from the beast. It had its attention focused elsewhere.

Dusk was about to fire another round of colour pellets at its back when he was lifted off his hooves. He panicked for a moment, until he saw the blue aura that surrounded him and was lifted up to join his teacher in the sky.

"Come, my student!" Darkness leaked from her horn. "Let us show this beast the night's displeasure!"

He nodded and joined her in the spell. "The moon leads us!"

Her power joined with his, shadows engulfed her while his body was shining with his coloured lights. He took left, she took right and he dived in first, going for the beast's face. Even with his hooves protected by the strongest magic, he could still feel the heat of the beast when he struck it across the face and pulled away.

Luna, from her point in the sky, attacked with a spear of shadow that pierced its side. She raised her hoof, summoned four orbs of shadow and cast them at him when she waved it. They struck it where the spear had, exploding on impact and eliciting a roar.

Ignoring it, they both dived one last time, creating blades of shadow and light respectively. He sliced down, she sliced across, again at the same point, leaving flecks of shadow and beams of light from where the blades had cut.

"An excellent effort, Dusk!" she praised. "I think it felt that!"

"If it didn't, I'd be…" He looked, saw the spot they'd struck bubbling and something shoot out. "Look out!"

Luna only just managed to raise a shield before a swarm of paws struck her. She careened through the sky and vanished into the trees. He didn't have much time to worry about that though, because there was nothing keeping him aloft now.

Gravity acted on him quickly and he fell. Even as he hurriedly prepared a colour cloud, he saw it wasn't the ground rushing up to meet him, but that swarm of paws that had struck Luna. He landed on the cloud, but they were practically upon him when he did. He could feel the searing heat as they got closer.

A familiar energy surrounded him and he vanished from that spot in the sky. A second later, lavender filled his vision and he didn't even acknowledge the feeling in his stomach.

"That's another save for me," Twilight noted. "I'm back in the lead."

"I didn't realise you were keeping score."

"Do you forget who you're talking to?" She looked at the trees. "I hope Luna's okay."

"Me too." He turned back to the beast. "Any other ideas?"

"Between us, we have plenty." She gestured to Pinkie, who was standing nearby, ready with her cannon. "The three of us will go for one of its limbs, see if we can cripple it with our combined attack."

"It's worth a try." He readied his magic once more. "Ready when you are."

She nodded. "Rainbow, now!"

The Pegasus, who was flying and darting around the beast, began hovering near his left forepaw. It raised up and she flew away towards them, its shadow encompassing her from above. She pulled up just as it came down, almost right in front of them.

"Open fire!"

The ends of their horns and the barrel of the cannon flashed. They went for the knee, Dusk rapidly firing pellets, Twilight casting off spells at a moderate rate and Pinkie doing the most damage with her cannon. She reloaded and fired as fast as she could, her draped mane billowing as she glared fiercely at the beast.

At first, it seemed to work. The beast growled loudly, but its leg was buckling from where they hit it. With a great boom, its knee hit the ground and shook the earth. It even bowed its head, seemingly in defeat.

"Yeah!" Pinkie moved forward a little, still firing off her cannon. "Have some candy, you big jerky jerk!"

The candy shell she loaded in exploded on its face. It burst and sent her special brand of popping candy out, little balls exploding across the area the shell hit. It actually looked like they were gaining some ground.

Until it raised its head and gave Pinkie a glared that made hers paled in comparison.

It opened its gaping maw, white light streaming from within. A second later, red orbs blasted at her in kind. She shrieked and tried to bounce aside, but her cannon was hit. Even as the metal bubbled and melted away, the wheels bursting into flames, its owner soon followed.

One orb hit the ground before her, enough to propel her backwards through the air. Her scream was cut short when a paw swiped her out of the air and slammed her into the ground.

"NO!" Both he and Twilight screamed at the same time.

Perhaps that was why the beast rounded on them now, the glow of its maw almost blinding them. Now, thought Dusk, was the time for a little darkness.

He grabbed Twilight and became formless shadow like Luna had taught him. He lifted high into the sky, dodging the beast's attacks and set her down somewhere behind it. It didn't press the attack, for Cadence flew by, firing a few bolts at its face to get its attention.

"That was close…" She smiled at Dusk. "Wow that felt even stranger than teleporting."

"It is a curious sensation, yes." He returned the smile. "You think this makes us even now?"

"Maybe." She gazed over at where they had been standing. "I can't believe it… he did that to her."

"Me neither," he murmured. "Still, we know Pinkie. She'll bounce right back in no time."

"I hope so," she echoed. They didn't have much time to dwell on it before something else snapped their attention back. Another scream.

Cadence had been caught mid-flight by one of the beast's tails. He could see a faint blue glow where it wrapped around her, but it was growing fainter. Cadence tried to struggle free, sweat trickling down her face.

"Put my wife-to-be down!" A bombardment of violet spells struck the tail, causing it to loosen and Cadence to fly out.

Shining nodded in satisfaction and was about to run when another tail whipped out and grabbed his leg. He tried to hit the spot, but the shots went wild as he was lifted up and thrown about like an animal tearing apart its prey.

The two unicorns started forward when Cadence returned the favour. A blue love heart shot at the tail and it fell to the ground as the edges sliced through the thinnest part. The remains holding on to Shining faded into ash, though his leg was blackened a little.

Cadence was immediately at her betrothed's side. "Don't say anything. We look out for each other, no matter what."

"Yeah… I get that." His eyes flickered to Dusk and Twilight, wincing a little. "Sheesh, that stings!"

"Here, let me." Her aura surrounded the burn and it faded away. "There. Can you stand okay?"

He tried and managed it without wincing. "Good as new. Thanks, dear."

"Like I said, we look out for each other," she said with a loving smile. "Hold on, it looks like Celestia needs to see me. Be right back."

"Be careful!" he called after her as she flew off, dodging more attacks.

Dusk noted that, even though Cadence had sliced it off, the tail had already grown back, just as strongly as before. Was there no stopping it?

"Alright, I've had it!" They all looked at the sound of Rainbow's frustrated yell. "Let's see how you like this!"

The beast watched as she flew away from him, up into the sky. She circled around and shot back towards it. A cone formed around her, lightning crackling around her body, her rainbow trail becoming more vibrant as she prepared her signature move.

It continued to watch her, right up until the moment the world exploded in a flash of rainbow light. Then, it raised its head a little higher and opened its mouth.

"Aw yeah!" Rainbow soared at him, propelled by the rainboom. "Taste the rainbow, mother-!"

She was cut off by the deafening roar the creature sounded off. Even as they covered their ears, they watched as Rainbow lost control and careered off course. She slammed into the ground, bounded skimmed across it and smacked into the side of the crater, falling in a heap.

This wasn't looking good. Most of them were down and those who weren't were getting tired, both from the previous battle and from this one. Meanwhile, the beast was managing to withstand and counter everything they threw at it. It had barely even moved from the centre, its wounds healing and its energy never-ending.

The belief that they could actually stop this thing was fading with every passing second. Until the princess of love returned.

"Dusk! Twilight!" Cadence landed next to them. "It's Celestia, she's ready to perform the spell!"

"Good." Dusk looked around at the others. "I don't think… we can keep this up much longer."

"It doesn't look like it, but there's something you need to know," she went on. "For her spell to work, she needs to be very close to Ray so that it has the maximum effect. For that to happen, he needs to be fully restrained."

"That's going to be challenging to pull off," murmured Twilight.

"But not impossible," followed up Dusk. "With who we have left, I think we have a chance."

"Then allow me to increase that chance!" Luna joined them, looking bruised, but otherwise fine. "It is time for this battle to be ended!"

"Just in time." He stood by his teacher. "She and I can use our shadow magic to hold him down, but that might not be enough."

Twilight was quick to act. "I can cast a continuous paralysis spell, see if that doesn't do anything to slow him down."

"Do you have the energy?"

"I guess we'll find out."

"We'll combine our magic into a shield spell," volunteered Shining, indicating Cadence. "That should seal the deal."

"Then we know what to do." He felt Luna begin to lift him up. "For our friend, let's finish this!"

They spread out around the beast, who still tried to attack, but watched them again with that animalistic curiosity. Just what they needed.

Luna looked at him. "Ready, Dusk?"

"Always, Luna."

"THEN LET IT BEGIN!" she boomed in the Royal Voice by way of a signal.

The creature turned its head at the sound. The massive shadow that it cast began to stir, as well as those around it and creep towards it. It lifted one of its legs, but a tendril wrapped around it and pulled it down. The same for another it tried, its teeth bared in anger at this.

Soon, its whole body was encased in blackness that pulled it down to its belly onto the ground. It roared, trying to struggle free and even breaking some of the shadows. Dusk could feel the strain, but kept pouring his magic into the spell. They were almost there, it was almost over…

The effort was lessened when Twilight joined in with their efforts. A beam shot unbroken from her horn towards the beast, the spell swamping it completely in her aura. Its movements became more jerky and stiff, but it still struggled against their hold.

Straight after, a combined violet and blue shield was added by the last two, but its tails and paws still slammed into them with such great force that they could feel it vibrate, even from the air. How was this thing still even capable of movement?!

They were all feeling the strain and the beast continued to rage and struggle in its bonds. Celestia had to act fast and she did. Now she had no fear of attacks, she dashed forward to its raging head, her horn glowing as bright as her sun.

Just as they were about to lose what little strength they had left, she cast the spell.

Closing her eyes, the glow from her horn channelled from it to him. The light was bright and fierce they had to look away, not being able to see the results as it consumed the beast. Even through that, they could still hear it roar. As if in defiance.

Eventually, that faded away, followed shortly by the light. Even with his eyes shut, Dusk could tell. But he didn't want to open them for a bit. Didn't dare to see, in case it hadn't worked.

"My friend." Luna's voice was gentle in his ears. "You may wish to open your eyes."

He did so, slowly. They were still in the crater, surrounded by all the devastation. But there was no red glow, no loud roaring, and no sign of the beast whatsoever. Where it had been was a green stallion, his silver mane in even more of a mess than before. He was lying face down on the ground, completely out of it.

Somehow, looking at this was even stranger. He was back to normal, just like that, with no sign of there being anything wrong with him.

Even so, they watched him for a long while. Dusk could hear Luna keeping her magic at the ready, see the faint glow from the other three down below, all eyes locked on him. They waited tensely. Nothing happened. Ray didn't move. He didn't get up.

Finally, they relaxed and let out sighs. Some were from exhaustion, some relief, some a little bit of both. Celestia did too, looking more relaxed since this whole thing started. Then her eyes rolled into her head, her eye lids shut and she collapsed too, almost mirroring Ray's position.

Dusk let himself be lowered down by Luna and they hurried to them both. Luna examined her sister, while Cadence looked over Ray. Dusk, meanwhile, found Twilight. They didn't say anything, they just fell into each other's embrace, relishing that it was over now.

The relief flooded through him along with his love for Twilight. They had their friend back… hopefully at no greater cost.

"I will take my sister and Ray to Canterlot hospital at once," said Luna, taking charge. "Cadence, you, Dusk, Twilight and Shining gather the others and bring them too. I will meet you there."

"See you there, Aunt Luna," she wished. The night princess smiled before teleporting away with the princess and the stallion.

"I'll go and get Fluttershy. Shining, you'll have Rainbow and Twilight, you look after Applejack. Dusk, check on Rarity and Spike, then get Pinkie," she told them.

"You got it. We'll bring them back here and Twily can teleport us back." He looked at his little sister. "Think you got the strength for it?"

"I may need to borrow a little but… I think I can pull it off," she answered.

"That's my little sister," he smiled. "See you in a few."

While Cadence and Shining hurried off, Twilight and Dusk lingered for a little. They took another look around the crater, taking it all in again. The ground still felt warm from the lingering energy.

"You think Celestia will tell us what that was?" asked Twilight. "What happened to Ray?"

"I should think so. We all deserve that much, especially…" He gazed at his wounded friends, lingering the longest on Fluttershy.

"Yeah… let's go and get them." She kissed his cheek and smiled comfortingly. "At least it's all over."

Dusk watched her go and murmured, "For now."

He then set his sights on Rarity and Spike, trudging towards them, the roar of the beast still echoing in his ears.

* * *

Above the edge of the crater, concealed in the dead trees, another party watched their progress. Cold eyes observed them assessing the injuries of their friends, lingering to speak and meeting back in the centre, teleporting away in a purple flash. The battle was over, now it was time to treat the wounded, both physically and mentally.

He knew. The stages of battle were so rehearsed to him, it was like a play he had performed so many times. Like the ones he'd watched so long ago, even ones based on his own battles. Yet he had always been one of the actors, guided by the directions and wills of others. Now, it was his turn to have a hoof at directing his own.

He had watched what he considered the rehearsal. A prelude to the main event. The actors had performed admirably, but the true centre of attention only renewed his confidence in what he had planned. The beast had been magnificent, pure and powerful. Truly talented and fierce.

It would only be a matter of time before he found the others. He had one already, now he knew where to find another. Once he had his cast, the debut could begin.

He smiled a little under his helmet. If only he had been a muse instead of a warrior. How different things would have been. But he'd already experienced his own tragedy. The time had come at last to pen his own. He hoped the one who staged his would find some beauty in it. It was the only virtue he could hope for now.

He watched for a little longer, almost tempted to see for himself up close. But why should the author show himself again before the first act had barely begun? He'd made enough of an impact the first time. He had waited a thousand years for it, he could wait a little longer.

He still remembered the look in her eyes when she'd seen him through the cocoon. It both pleased him and pained him. But it was her own fault. She'd given him no choice.

So he turned, the metal of his armour clanking as his body faded into embers. Soon.


	27. A Promise

**A Promise**

The threat had been stopped. That was what Luna had told the public when they arrived back at Canterlot. They had ventured to the source of the explosion and had determined that it was an attempted action by the changelings to once again rally their forces. They had sustained injuries fighting them off and required rest, but were assured that the conflict was over. The changelings had been forced back to their own lands and would no longer trouble them.

The relief efforts were already under way. Cadence and Shining were overseeing the operations, the captain sending troops out to assess the damage the changelings had done and the princess organising help for the ponies and dogs who had served against their enemy. The dogs had been compensated with their part of the crystal caves and most had already departed. Ponies still had to have homes repaired, their injured treated… and their dead counted.

Dusk didn't want to see it. He didn't want to see the buildings with holes torn in them,

In a sense, Dusk could understand why she had to bend the truth. The people had endured enough of the harshness the invasion had brought without having their encounter in the Forest added to it. In a way, it was over and they had won the battle. The battle with the changelings anyway.

But they still had no idea what they had faced out there. Part of him hoped they never would.

He cast his eyes around the ward. With a little persuasion from Luna, they were all together in the same ward. Many others were being treated as well, either because the changelings had drained a great deal of their love from feeding or from injuries in the battles. Thankfully, between Cloudsdale and Canterlot, neither were terribly packed. Being here still served as a reminder for Dusk as to what had happened.

In the case of those like himself and Twilight, they just had to rest and recover their strength. Applejack was lying on her bed, her hooves being treated for burns. Rainbow was also on a bed with bandages in place for some broken bones she'd sustained. Pinkie, as enduring as ever, was already up on her hooves and making efforts to make sure others throughout the hospital were in high spirits. Rarity and Spike sat curled up together on a chair in the corner, a bandage over the dragon's chest. There were only two who remained unconscious.

Ray and Fluttershy were both beds opposite each other. While the former had suffered little beyond being worn out, the latter was more noticeably injured. It was a few bruises and bandages from some moderate fractures she'd received, including one to her head, but they were still there. Thank Celestia Cadence's shield had taken the brunt of the blow. If it hadn't…

He put that thought out of his mind. She was fine now. They all were. Celestia was being looked after by Luna and she was going to explain what had happened. All they had to do now was wait for her and for Ray to wake up.

"Do you think this is why he understood so well?" Twilight asked suddenly. She was sat next to him, her head rested on his shoulder.

He looked down at her. "Understood what?"

"When you we came after you, after we got rid of Doom, I remember Ray said he'd talked to you, that he'd helped convince you to come back," she clarified. "I was just thinking that, with this power inside him… maybe that's why he understood so well."

Dusk nodded. "I see what you mean. The way he talked to me when that happened… it was like he knew _exactly_ what I was going through. I never thought it would be anything like this though…"

"Me neither, although…" She frowned. "Do you remember he'd get headaches sometimes? And when we asked about them, he just shrugged them off? Like the ones you had before Doom took over you again."

"Again, that does seem reasonable to assume." He looked over at his friend. "I wonder if he heard that… thing too. Growling inside his head, always reminding him that it was there…"

"That can't have been easy, for either of you," she murmured. "I know Celestia said that this isn't like with you and Doom, but you never know. Maybe there's a chance for us to get rid of this thing too, if we can find the right spell."

"It's a nice thought to have," he agreed. "I suppose we'll just have to wait until he wakes up and find out. Maybe he can explain this to us."

"I hope so." She looked at Dusk again, tilting her head to one side and smiling. "Hey, I just noticed. You aren't wearing your glasses anymore."

He returned the smile. "That didn't take you long then."

"To be fair, we did have a lot of other things going on," she countered. "Does that mean you can see okay again?"

"Mostly." He pulled them out and put them on. "I still have a little trouble with reading, so I'm going to keep them for that. But, as far as everyday things are considered, I think I'm fine."

"Well, I'm happy to hear that, but I'm also kind of glad you're keeping them." She fluttered her lashes up at him. "The learned look really suits you."

"I was hoping you'd think so." He gently placed a hoof on her cheek. "Even with all that's happened, I'm just glad to have you back, Miss Sparkle."

"Me too, my dearest Dusk." She lingeringly kissed his lips and rested her head on his shoulder again. "I love you…"

"I love you too," he returned, stroking her mane.

If nothing else from all of this devastation and torment, they had each other once more and their friends too. Looking around at them though, it was a rather bittersweet thought. He'd see Rainbow suppressing her anger, Fluttershy still out cold, Applejack with her hooves still a little black from the battle.

Then he saw Ray… and he was stirring.

"Hey, everypony," he said quietly, "I think he's waking up."

"Really?" Twilight walked over to the bed with him. "You're right, he's moving. He's coming round."

"He is?!" Rarity shrieked suddenly and hid behind Spike.

"Come on now, y'all," Applejack said resoanbly. "I'm sure nothing's gonna happen to him."

"Doesn't hurt to be ready though," muttered Rainbow, watching the stallion carefully.

The doors suddenly flung open and Pinkie bounded in. "Did I hear right? Has Ray decided to stop being a sleepyhead?"

"You did." Twilight gave her a look. "Where were you when you heard that?"

"Only a few floors down."

"But how did you even-?"

"Ray!" She joined them at the bed. "Come on! Wake up, you sleepyhead, rub your eyes, get outta bed!"

"Ding dong… the wicked witch is dead?" he finished weakly. "Do you know… how much I hate that song?"

"Nope!" She wrapped him up in one of her signature hugs. "Yay! Ray's awake, Ray's awake, Ray's awake!"

"He… is…" he managed to choke out. "Though he might not be… if you keep squeezing him…"

"Oops!" She let him go and smiled sheepishly. "Sorry."

"It's fine, I think that actually helped." He ruffled her mane. "Good to see you haven't lost your spirit."

"Sure haven't and if I did, I'd have to find it again and that'd make me a Ghostbuster!" She gasped and pointed. "Oh no, Ray! He's on the ceiling!"

As the stallion burst out laughing while Pinkie somehow managed to attach herself to the ceiling, Dusk felt both relief and some uneasiness as to how… normal he was acting. It was like the battle before hadn't even happened, from his point of view. There wasn't even a hint of it in his eyes when he turned to look at him.

"Hey, Dusk! You made it! And Twilight! The real Twilight I'm guessing, right? And the real Dusk?" he added, glancing from one to the other.

"Yes, we're both real," she said calmly. "It's good to see you're okay, Ray."

"You too. Having you two separated was just… a crime, plain and simple," he said honestly. He looked around the ward. "Nice to see I'm not alone on the injured front then. McGillicuddy and McGee doing okay there, AJ?"

"Jus' fine," she replied, managing a smile. "Jus' you wait, these boys'll be back ta buckin' before ya know it."

"Good to hear and it looks like you've been living up to your name just fine, Crash," he noted.

Rainbow glared. "Yeah, you could say that."

"O…kay." He looked away unsurely. "Hey, there's my favourite snob! Getting cosy with your Spikey-wikey, I see."

Rarity shrieked again and scrambled further behind Spike. The dragon raised his claws into fists.

"I'm warning you, you'd better not try anything!" he said threateningly.

"Hey, hey, calm down, little guy. What's gotten you so…?" He trailed off when he looked at the bed opposite. "Oh no… Flutters…"

Dusk hurried forward. "It's okay, Ray, don't worry. She just received… a bit of a knock."

"Who did it?!" he demanded. "Tell me who and I swear, I'll return the favour!"

"I could point you in the right direction," Rainbow said icily.

"Calm down, Ray," urged Twilight. "There's no point in getting angry about it now. You'll have to go pretty far if you want to find any changelings to hit."

"Wouldn't bother me…" His expression changed as the words sank in. "Wait… does that mean we won? They're gone?"

"We did and they are," answered Dusk.

"Yes, we did it!" He punched a hoof into the air and looked around eagerly. "So, what happened? What heroic and brave thing did I end up doing that made me wind up here?"

"Ya mean ya don't know?" asked Applejack.

"Not even a little. The last thing I do remember is being in the middle of a fight with Chrysalis out in the forest." He chuckled. "I guess she's the reason I'm here, right?"

"You uh… you could say that," said Twilight hesitantly.

"Yeah, I guess I was a little outta my league trying to take her on," he shrugged. "I'll bet she beat me down after I put up a brave fight, then you guys came in and finished her off. Am I right?"

This time, the only answer he got was an awkward silence. It was clear he didn't remember anything about what had happened to him in the Forest. Dusk considered lying, but he knew Ray would pick up on it. They had briefly discussed this possibility but now they were met with it, they had no idea where to begin. How were they going to break this to him?

"O… kay. Anypony got a knife I cut the tension in the air with?" He laughed, but trailed off awkwardly when nopony joined him. "Not even you, Pinkie? What's wrong guys?"

"Well um…" Applejack decided to try her hoof. "Ya see, sugarcube… the thing is uh… that um…"

"What's wrong?! I'll tell you what's wrong!" Rainbow snapped. "You tried to turn us into pony pancakes and are acting like nothing even happened! That's what's wrong!"

"Rainbow! We were going to try and ease him into it!" chastised Twilight.

"Why?! It's not like he eased us into what he's got hidden!" she countered.

"Who's hiding what now?" he asked.

"Don't you play dumb with me!" she shouted. "You know exactly what I mean!"

"I really don't," he insisted. "I feel completely wrecked and I barely remember a thing. If I did something, I'm sorry for it, really, but you're gonna have to explain."

"I'll give you an explanation, you-!"

"Hold it there, Dashie," Pinkie stepped in. "I get your mad about what happened, but yelling's only good for raves and I don't see anypony with a glow stick in here. Now you've brought up what we were gonna talk about-"

"As subtly as a brick," muttered Twilight.

"-we can ask him about it without me having to bring out any flashing lights and dubstep. That sound good?" she asked brightly.

Rainbow looked from a bewildered Ray to a smiling Pinkie and said nothing. She just muttered something and looked away, but didn't do anything else.

"Thank you, Pinkie." Dusk decided to take it from here. "Now then, Ray… you really don't remember anything past the fight with Chrysalis, do you?"

"Not a thing," he replied, trying to make light. "I didn't make Chrysalis cry, did I? Do I need to apologise?"

"Not exactly." Dusk let out a sigh. "This is going to be difficult to explain and, if I'm honest, hard to hear so… bear with us, please."

And so, like climbing the first peaks of Mount Mareverest, they began to tell him. Every now and again, one of them would lose face and be unable to go on. The story would be taken up by another, though it wasn't getting any easier. Even Rarity tried her hoof when she gathered enough courage, Rainbow occasionally adding a harsh comment, but not saying much outside that.

They told him that he had fought Chrysalis, that he had transformed into some kind of beast and had ended up killing the changeling queen. When they'd arrived, he'd fought them too as they tried to subdue him. They used their injuries as examples, though it was like a foal being struck by their own parent for every time they did.

Ray didn't say anything, he just listened. As he did, his expression became a visage of pure horror. This was especially prevalent once they told him about Chrysalis and their own battle with him. He looked down at his own hooves on top of the bed sheets, but said nothing.

Silence hung thick in the air when they'd finished. Ray looked around at them all, his gaze lingering the longest on Fluttershy. His eyes screwed shut and he hung his head, sinking onto his bed. Like he hoped to be swallowed by it completely.

"Ray…" No matter how quiet he made his voice, it still sounded loud against the silence. "I understand that this is… hard to hear. You know I do. But we have to know… what happened? How did you become that… beast?"

The unicorn said nothing.

"Ray, please, you have to tell us," urged Twilight. "Is it some kind of spell, a curse of some form of dark magic? Did Chrysalis do something to you? Have you always had this or did you get it somewhere? Do you have any control over it?"

All of her questions were answered only with silence.

"Come now, darling, we know what's happened, you can be silent on us forever," reasoned Rarity. "Tell us, try to help us understand."

"Yeah, come on. It's not like we ain't been through this before and Dusk is still with us," Applejack put in. "Ya can tell us, it's okay."

Still, there was nothing.

"Hellooooo? Equestria to Ray? Do you read me?" Pinkie rapped on his head. "Anypony? Somepony? Nopony?"

Again, no answer.

"Oh, for crying out loud!" cried Rainbow. She actually managed to get up from her bed and start violently shaking his shoulders. "Just tell us already! TELL US!"

It took both Dusk and Rarity to restrain her and get her back onto her bed. Yet still, that had done nothing. He was still in the same position, still silent.

"Ray… you helped me when I was going through this. Let me help you now." He placed a hoof on his shoulder. "It's alright, you can tell us. You can tell me."

His response was a mutter, bordering on whisper. "I can't…"

"Hold on." Pinkie reached into her ear and pulled out some streamers, before enlarging it. "Say that again?"

"I said, I can't," he repeated. "I can't tell you…"

"What? What do you mean you can't?" asked Spike.

"I mean exactly that."

"You can't as in you have difficulty talking about it or you don't want to talk about it?"

"I can't as in I can't, Twilight."

"Ray, dear, you're going to have to give us more to go on than that."

"But I really can't, Rarity."

"Would ya stop sayin' that?! Ya can't keep this hidden anymore! We know about it, so take my advice an' jus' come clean with the whole story!"

"But I can't though! I really, really can't!"

"But why?"

"Look, Dusk, it's not that I don't want to or I'm choosing not to. I physically can't talk about it! At all!"

"Oh, that is bullroar!"

"It's the truth, Rainbow!"

"Like hay it is! That doesn't make any sense! How can you not physically talk about it?!"

"Because I can't! I literally can't!"

"Yes you literally can!" Rainbow thrust a hoof at him. "You can't shut us out now, Ray!"

"I don't have any choice!" he insisted. "I couldn't tell you, even if I wanted to!"

"And do you want to?" asked Dusk.

"Of course I do!"

"Then tell us."

"I told you, I physically cannot tell you anything about what happened!"

"How about you tell it to my hoof then, you-!"

"LOOK!" He opened his mouth and stuck his tongue out.

"Well, honestly, there's no need to be so… oh." Rarity fell silent at what she saw. They all did.

Hidden at the very back of his tongue was a black marking. If he hadn't shown it to them and if they weren't looking for it, they would never have known it was there. Was it their imagination or was it shifting slightly?

Rainbow wasn't convinced. "So? What does some stupid tongue tattoo have anything to do with this?"

"I think I might know." Twilight leaned in closer, inspecting it with an educated eye. "I've read about these. This looks like some kind of magical seal. I can't really be sure without anything to reference, but it has to be."

"Once again, it seems your studies have paid off, my student." They all whipped around to see the Royal Pony Sisters enter the ward.

"Princess Celestia!" Twilight ran up and hugged her mentor. "You're okay!"

"I am, Twilight, no need to worry. I'm pleased to see you all seem to be recovering too," she added to the others.

"That depends on how you look at it," muttered Rainbow darkly.

"Indeed." She slowly looked at Ray. "I take it then that you've already begun to be questioned about recent events then."

"Pretty much. I was just trying to show them this." He stuck out his tongue again.

"Intriguing…" Luna examined it now. "It is indeed a seal. One that prevents the one it is cast upon from speaking of whatever the caster does not wish them to discuss. A very powerful seal too, to be so specific in its purpose."

"With good reason," said Celestia. "The subject that Ray is prevented from speaking about is one of the utmost secrecy and importance. There could be no risk taken that he might accidentally let it slip. The consequences could be disastrous."

Her horn shone and her aura appeared around the seal. When it subsided, it had disappeared, with Ray gagging slightly in the aftermath.

"I made you all a promise," continued the Sun Princess. "Since Ray is very much centre to it, for now, he should be allowed freedom to speak of this."

Ray stuck his tongue out again and spat slightly. "Gee, thanks."

"Ray, would you kindly refrain from showing me anymore of your tongue than I have to see?" hissed Rarity. "The seal is gone now, so there's no excuse for further rudeness."

"Fine." He put it away. "What promise is this then?"

"To give an explanation as to what happened in the Everfree Forest today. Since Ray is now free to speak about it, I'm sure I can count on some help from him too."

"Yeah, sure," he nodded. "I mean, I can't really say a whole lot, but whatever you want to know about Wrath, I'll tell you."

"Wrath?" Dusk was confused. "Who's Wrath?"

"He's the other guy who lives in here. It's what I like to think of him as, since that's really all he is" He tapped his head for emphasis. "When you saw me turn into that… well, you know, that was him."

"You mean that horrible beast actually has a name?!" gasped Rarity. "I would dread to even put a name to an aberration such as that!"

Ray cringed a little. "Ooh… he didn't like that."

"What do you mean?" Twilight leaned in closer. "Can you hear him? Can he… can he hear us?"

"Sort of. Most of the time, he keeps quiet but he likes to remind me he's here at times, you know?" He rubbed his head. "Right now though, he really isn't happy about being locked back up again."

"So he can hear us?" asked Spike, shivering a little.

"Right now, he can, yeah, but I'm sure he'll simmer down soon enough… once he realises he's not going anywhere," he murmured, rubbing his temples.

A few of them backed away a little at this.

"Well, that's not very nice." Pinkie lifted one of his ears. "Hey Wrathy! Keep it down in there! Respect your roomie!"

Ray cringed even more. "Pinkie, not really helping."

"Sorry," she said sheepishly. "Maybe he just needs a party, that'd help put him in a better mood."

"I think he's already had enough of a party," snorted Rainbow.

"Hey, do you think I like it any better?" he snapped. "You only got to meet him once. I'm the one who has to put up with him every day!"

"Every day?" Applejack tilted her head. "Whaddaya mean by that?"

"What do you think? I've had him ever since I was born. From the second I started breathing, me and Wrath have been best friends for life. Him giving me headaches and raging away inside my mind while I just try to get on and forget he's even there, but I never can."

"Ya've had him… fer that long?" Applejack looked horrified at the thought.

"Yeah." He paused for a moment. "You know, back home, I thought it was why all the ponies always seemed to resent me. Don't ask me how I know, they just did. As a kid, I never understood why everypony hated me. They never told me anything or said anything. I was just left to wander, alone and confused. Until my thirteenth birthday, anyway. It all changed then…"

"How come?" Pinkie asked. "Did you get a nice party?"

"I wish," he scoffed. "You know that time when all kids go through changes? It was the same for me, because it was when my buddy decided to make himself known, on my birthday. I was out and about, on my own again. But that day, as I was going around, I became… more aware of all the glares and curses I was getting. I'd tried to ignore them whenever I could before, but that day for some reason, I was more sensitive to every jibe, every set of lingering eyes on me. It continued on throughout the whole day...and eventually, it all got to me. I just… snapped.

"And that's when Wrath first came out. That was when I had first learned about the demon inside of me, and understood why the others all hated me so much. And that's why, ultimately, I decided to leave. I've been on the road aimlessly ever since. Doesn't that sound like fun, Rainbow?" he asked bitterly.

The daredevil's eyes shifted around and she pursed her lips, but she said nothing. Pinkie shook her head sympathetically.

"That doesn't sound like fun at all."

"Tell me about it…" He hung his head again.

"Hey, come on." She perked his chin up. "So Wrath makes you a little crazy. Who isn't a little crazy at times? It's not like you're the only pony here who's had an unwanted roommate in your head."

"I can second that," said Dusk.

"Yeah, me too," added Spike, rubbing the back of his head. "Kinda puts my greed rampage into perspective really."

"And we all know what happens when my mane goes all…" She let it drop before it popped back up again. "See? It's not as bad as you think."

He didn't look entirely convinced. "I guess…"

"Is there a catalyst for it?" asked Twilight. "I mean, Pinkie goes like that when she's sad, Spike has his greed and Dusk had the Entity corrupting his negative emotions. What brings out Wrath exactly?"

"Anger, mostly," he answered. "He really gets off on it. Whenever I start to lose control… he really starts to get a little more talkative, really wants me to push myself. If I'm having fun, why should he miss out on it, you know?"

"Like back in Ponyville?" asked Rarity. "When Fluttershy was being attacked by those changelings, that strange red mist appeared around your body. Your eyes changed, your teeth…" She backed off a little more.

"Yep, that was him," he confirmed. "You know how they say anger brings out the worst in us? How true is that for me? I keep him under wraps mostly but sometimes… sometimes things like that happen. It was worse when I was younger, I got better at it as I got older but… hey, nopony's perfect."

"And ya did this all by yerself?" Applejack's expression was sympathetic. "Back in Idahoof, ah mean. Ya said you were alone there, no friends or family, with everypony hatin' on ya. But ya managed ta keep Wrath under control, even with all that against ya?"

"Mostly. Like I said, nopony's perfect…"

"Oh, sugarcube…" She smiled warmly at him. "Ah gotta say, that's some real strength right there."

He managed a smile in return. "Thanks. Sure as hay wish I was a little stronger though…"

"But what exactly is he?" asked Twilight. "That's still one thing you haven't really explained."

"I can't really. He's not really one for talking about his past life, he's all about the future which, for him, would be smoking anything and everything in his path." He laughed bitterly. "Just making for the fun times, am I right?"

"I think I'd best take it from here," spoke up Celestia. "Though I admit, it's rather difficult to begin to explain."

"Try, sister. After all, it is owed to us."

"Indeed. Very well…" She lapsed into silence for a moment. "Wrath is one name for him, but it's difficult to put an actual name to what he is. He seems to prefer the term Demon Beast, the Embodiment of Wrath and I'm hard pressed to think of a more fitting name for an entity such as him. You've all seen what he's capable of, so I think you'd agree.

"Wrath comes from a darker time. A much, much darker time. Before Luna and I came to power, before even Discord, he held Equestria in his power. He couldn't be negotiated with or reasoned with. He didn't want land or resources or slaves. He just… destroyed. Not constantly, but he would just suddenly appear one day. He would crush whole towns with his power, kill anypony unfortunate enough to get in his way and then leave. To let them repair and rebuild… just so he could come back and destroy them again.

"For many years, the ponies endured this. Then, after the Unification, the time had come at last to rise up against him. And so began the battle. A battle that nearly destroyed our new land so shortly after it had been formed. The entire combined military force of Equestria against a single Demon Beast. We were victorious… but at a terrible cost."

Her words seemed to weigh heavily on all of them. He could actually hear a thousand years of suffering in her tone, of holding on to this terrible secret.

"But there's nothing in any history book that references anything like this, except in very vague legends and myth," brought up Dusk. "How can such an event just be non-existent in our history and if you defeated it, why is it still here? Why is Wrath inside Ray?"

"Yeah, I kinda wanna know as well," added the stallion.

"Both of those questions have the same answer," she replied. "You see, while we managed to suppress the Beast, we couldn't destroy it, not completely. He is a sentient being, entirely composed of pure, negative magical energy given a solid, breathing form. Even if he were to be "killed", his body would simply dissipate for an indeterminable amount of time, and he'd eventually emerge again just as strong as before.

"It was decided that the only way to stop such a monster - not for a short while, but for all time- was to seal him away forever, along with his, so that he could never again emerge. But there was one problem. To permanently seal away so much power was not only physically next to impossible, but also strategically unwise. If one were to stumble upon the object or location where we sealed him, it would be far too easy to undo the seal, accidentally or otherwise. The solution was to seal the Beast within a living, sentient vessel, so that he could be more easily observed and protected than if here were sealed in some indistinct area.

"Using a very powerful piece of magic, the unicorns managed to seal away Wrath inside a mortal body, permanently suppressing his destructive energies within that host and ensuring that he would never again roam free.

"Those involved in the ritual also swore an oath of complete secrecy regarding these events. It was decided that if some other power learned of what happened to the Beast, then they might try and harness its power for their own ends. So a seal was placed on the tongue of the host, to prevent them from speaking of it and the Beast was struck forever from the pages of history. Obviously, as you say, there are some vague references still, but they are little more than a whisper of myth. Only those few would ever know… including me."

Ray's eyes widened in shock. "So… it was you? You're why… why he's in my head?"

Now, Celestia bowed her head. "Yes. I am."

"But… but… you… all of my life… and you…" He trailed off, unable to get his thoughts out.

Dusk could hear the anger in his voice, see his body trembling, but he was also completely dumbstruck. Dusk knew how he must feel, because he was equally as shocked that the wise and benevolent Celestia would even condone such a thing.

Twilight looked incredulous. "But… how is that possible?! That was thousands of years ago! How can Ray be that old? Or does the Beast prevent him from aging?"

"Neither. While Wrath lives on indefinitely, we knew the host would eventually die. So every few generations, a new host is selected to take over possession of the demon, and a transference ritual takes place to move the beast over to the new host before the original host perishes. Ray is simply the latest in a long line of vessels for the Wrath Demon."

Dusk hated the way that sounded. It made it sound like Ray, his friend, was just a tool, a means to a seemingly infinite end. He didn't think it was possible for him to look anymore dumbstruck, but somehow he managed it.

"Are there others who know about this then or is it just you?" her student asked.

"There is a group involved, yes. A group of trusted ponies who's names I'm afraid I can't divulge. They're the ones responsible for finding the host, while I lend a great deal of my magic to the transfers. Every few generations, they select a new host and I help to move the Beast before the current one dies. And so it has been, for so long…"

"And why was I not informed of this?" asked Luna levelly. "Given its obvious importance, I would have thought you would tell me."

"I'm sorry, Luna. When all of this happened, I was still a filly. You hadn't even been born yet and, as such, you had no part in the decision regarding what had to be done."

Her tone became tenser. "So because I was younger, I was kept in the dark? Did you not trust me?"

"Far from that." Her tone was much more solemn. "I was forced to mature quickly because of what I had seen, but you… you knew nothing about it. You were young and I wanted to preserve your innocence for as long as possible before telling you. One day, I told myself, one day I would tell you, even though the longer I told myself that, the longer it took for that day to arrive, when I would have to let you shoulder the responsibility with me. It only became worse leading up to your becoming Nightmare Moon, when you distanced yourself even more.

"On the day I finally decided to tell you, it was as if fate itself decided to intervene and I had to seal you away. After that, I had no choice but to keep it to myself for the next millennia. When you finally did return to me, there was so much going on around us, with you and me and everypony else… it just never seemed like a good time. You had enough to deal with and afterwards, much to be joyous about. I just didn't have the heart to do it."

While terror hung on her words, Dusk could also sense an inherent sense of fatigue, like she was tired of all of this. Even so, he found feeling sympathetic for her a little difficult when a question came up that Applejack voiced, since Ray was evidently still too shocked to even speak.

"So, how'd ya pick Ray fer this? What made him qualify ta be the lucky pony?"

"He just qualified for the selection." They waited, but she didn't elaborate on this.

"An' is it like he said? That he had this fer his whole life? How long has he had this thing?"

She hesitated. "He was… he was little more than a child when I transferred the demon to his body."

Ray snapped his head up. "You… _you…_why? Why?!"

"Because it was all I could do. All any of us could do."

"And you just let this happen?!" It surprised them that it was Rarity who snapped. "You willingly and knowingly let a _child _endure the burden of such a monster being part of their very being?!"

Even Rainbow's expression had softened. "Wow… from the princess of the sun, that's pretty cold."

"I had no choice," the princess insisted. "What I did, I did for the good of Equestria, for everypony."

"So the ends justify the means then?" countered Twilight. "Oh, who cares if poor Ray has to have a horrid monster inside him just so long as we're all okay?! Yeah, that sounds fine to me!"

"I'm afraid that is the case, my student," she replied harshly. "You weren't there in those times. If you saw how close we came to destruction, how many thousands died for a victory we only barely managed to achieve, you would know why we had to do it. In fact, I think both you and Dusk know exactly how many thousands."

"Forgive me, princess, for asking, but how?"

"You've been to the Gates of Tartarus, Dusk. Have you never wondered where all of those graves came from?"

Dusk froze and he knew Twilight must have too. All of those headstones, stretching on for miles, marking the entrance to the land of the dead by showing probably the greatest contribution of souls they'd ever received. He had never known why so many had died. Now he did, he almost wished he just had the stories to go on again.

If they hadn't got to Ray in time…

"Can't you just move it or something?" Rainbow asked. "Let somepony else have it?"

"That doesn't exactly sound much better than if it were just bound to him," noted Luna.

"It'd be better than letting him have it!" she said defensively.

"I'm afraid it wouldn't be as simple as that, Rainbow," Celestia said calmly. "At the moment of sealing, the life energies of both the beast and the host become linked. Not inseparably, which allows for the beast to be moved to different hosts. Something of a failsafe should the worst-case scenario happen. In the event that the host should perish, the beast, too, will disperse for a time until it eventually reforms later, giving those responsible for its suppression time to prepare. However, whenever the beast is extracted from a host... that host invariably dies soon afterward. Thus, it cannot simply be removed, or else Ray's life would end."

"So then, lemme get this straight," Applejack said. "Not only did he not have a choice or say when ya put the darn thing in him, but can't even get rid of it now?"

"As harsh at that sounds, yes it does," she replied firmly. "As I said, I did it for the good of everypony."

"Maybe…" Pinkie looked up at her. "But how many other little foals and fillies had to do it too?"

Celestia didn't answer her. She just gazed at her, with those ancient eyes that had seen and lived through so much. Just like the Doctor's eyes, they had seen both good and bad, the virtuous and the horrific. Within Celestia's eyes was eternity. While her body didn't show it, they did.

But then Dusk would see a similar look in Ray's eyes, his simmering anger and he knew where his sympathies lay.

"But there's something else I feel must be said, concerning what's happened," continued Celestia. "Again, you may not like it, but I'm afraid it is necessary."

"What is it?" asked Twilight.

"Haven't you ruined my life enough?" muttered Ray.

Celestia ignored that, though she seemed to wince a little.

"Before the invasion occurred, I had something of a premonition, a dream, concerning Wrath. In it, he threatened me and swore revenge, along with the promise that he'd emerge soon. Mere days later, Ray loses control of himself and goes halfway to transforming into a full beast, closer than he's ever let happen before. Even though we-"

"Hold on, what do you mean 'halfway'?" Rainbow suddenly asked.

Celestia raised an eyebrow but explained. "There are separate stages that Ray can go through before becoming the full-fledged form of Wrath. As the stages progress, signs of the Beast become more prevalent, his teeth sharpening or his eyes changing. The creature we fought in the Forest wasn't the full form of the Beast, but at the time, Ray was halfway through the transformation into letting him out."

"You mean… that wasn't even the actual Beast?" A flicker of fear appeared on Rainbow's face. "Geez, if that was only halfway in…"

"Exactly. As I was saying, even though managed to intervene, there were far too many variables involved. If I hadn't been rescued in time, if I hadn't been able to cast the spell, if the spell hadn't worked, if the others hadn't been able to successfully restrain him, if he'd gone even one stage further in the transformation... Equestria would have been in great peril.

"As it is now, Ray is a threat-not just to you all, but to the security of Equestria. As he's proven before, he could lose control of himself at any given moment, and I wouldn't always be there to help contain him. Even if I were, there is only so much I can do against such a force. After what has just happened, it's too much of a risk to allow him to simply go back to Ponyville with you. Therefore, it is my decision that Ray will stay in Canterlot. Under supervision custody."

"No…" Ray shook his head. "No, no, no, please, no…"

"WHAT?!" Dusk had kept his temper in check, but this was just too much. "You can't just keep him here!"

"I can and I will."

"But he's our friend!" insisted Pinkie. "We don't want him to go!"

"I'm afraid it's necessary. You don't need to worry, he'll be cared for."

"That's not the point!" put in Twilight. "How can you just lock him away for this? It's not even his fault!"

"Whether or not it was his fault is irrelevant. For his own safety and for the safety of everypony, he must be kept here."

"That's not fair!" shouted Ray. "I didn't ask for this!"

"None the less, it is what must be done."

"Why though?" put in Spike. "You didn't lock me up when I got greedy that one time! Why can't you do the same for Ray?!"

"This is different, Spike."

"No, it isn't! Just like how anything that could make him mad could set him off, I'm the same with anything that could make me greedy!"

"A rampaging dragon can be dealt with, but you know how hard the fight was against Wrath. It's not something a kiss and a fire ruby can fix."

Spike flushed heavily and didn't press his point further.

"But we can look after him in Ponyville!" tried Rarity. "We can make sure he stays happy and calm. If he needs to be relaxed, I'll treat him to the spa! I'll even pay for all of his spa treatments for the rest of his life if it that would help!"

"This is a very serious problem, Rarity, one that can't be solved with some mud wraps and steam room sessions."

"What about a party?"

"PINKIE!"

"What?" She recoiled from their backlash. "I'm just saying, it might help."

"Princess, please, don't do this!" he begged. "I'll do anything you want of me, if you'll just let me stay in Ponyville!"

She shook her head sadly. "I'm sorry, Ray, but the only thing I want is the safety of my subjects and for that, you must be kept here."

"How can ya jus' lock him up fer somethin' that he ain't even responsible for? Why is he bein' punished fer somethin' he didn't even have any say in?! He didn't even have his family with him, he's had ta cope with this alone an' now ya jus' wanna throw him in a hole an' say it's all fine an' dandy?!"

"Applejack, it isn't like that-"

"Yeah, it is like that!" Rainbow rounded on her. "The way I see it, you're the one to blame here. You put that thing inside him, you're the reason he's had to put up with it his whole life and now, you're the one who wants to keep him cooped up here for something that you did! Oh yeah, I can sure see why it's Ray who should be locked up!"

"Be careful with the tone you take, Rainbow Dash. You may be an Element of Harmony, but don't forget who it is that wears the crown."

Luna stood between them. "As I understand it, there is more than one crown. I cannot stand by your decision here, sister."

Celestia was taken aback, but held firm. "Whether or not you agree, Luna, I have to do this."

"Surely there must be other precautions we can take, other steps to ensure that this doesn't happen again. Perhaps some form of soothing spell or mental relaxation, something that would mean we don't have to keep him here."

"The Beast is just as powerful as any magic you or I can cast, if not more so. If Ray were to lose control, it would dissolve through any spell we would put on him like acid through metal. This is the only way."

"Celestia, I must-!"

"No, Luna," she said firmly. "I'm sorry, I truly am, but this is the decision I have set upon and that's final. I will not discuss it further."

"So, that's it then?" Ray gazed helplessly at her. "After locking this thing away in my head to begin with, you're just gonna lock me up too?"

"If it helps, Ray, I don't take any pleasure in doing this." Her expression was sympathetic, but firm. "I'm sorry, but that's my final word."

With that, she turned on her golden heel and walked off down the hallway. Luna watched her go before following.

"Not if I have any say in it," Dusk heard her say before the doors slammed shut.

"Ray, I…" Dusk looked at his friend. "I'm so sorry… for everything."

"Is there anything we can do?" asked Twilight.

He didn't look at them. His eyes were fixed on the door.

"I was wrong then. She hadn't ruined my life enough…" Nopony said anything in response to Ray.

Silence crept in not long after that. They all just drifted away, stewing in their own thoughts and feelings on what had transpired. Throughout it all, none of them really looked at Ray all that much. When they did, a flash of fear came into their eyes and they quickly looked away again. Only Pinkie seemed to have the courage and even then, she seemed to be faintly shaking.

Dusk could tell that Ray had seen it too. Whenever he managed to catch the eyes of one of the others, he would try to grin and hold it, but it was like a physical blow when they looked away. In the end, his head stopped moving and his eyes were fixed on something on the opposite end of the room. Dusk followed his gaze and soon saw why.

He didn't know when she'd woken up or was even really asleep to begin with, but Fluttershy was now up in her bed and staring at Ray. No longer was it in the adoring, shy way she'd always done. It was more like how one might watch an angry wolf before it pounced. Occasionally, Ray would open his mouth to say something, but she recoiled away and whimpered.

Eventually, they both looked away from each other. Fluttershy curled up in the covers her head and buried her face in her hooves. Ray just screwed up his eyes again and hung his head in complete shame. Now, Dusk could see the glistening tears that rolled down his cheeks.

None of them even really acknowledged when Cadence and Shining came to visit.

"Hey everypony, how are you all…?" Cadence looked around and didn't finish her question.

The smiles the couple had soon faded at the mood that had settled before their arrival.

"What's going on here?" Shining's curiosity turned to sympathy when his sister hugged him. "Hey, what happened? Is everything okay?"

"Ray, you're up and awake then," Cadence said brightly. He only glanced up at her. "Oh dear. Something has happened, hasn't it? Is there something wrong with you, Ray? Are you sick?"

"Don't fret 'bout that, princess, he's fine. Kinda," Applejack added in a murmur.

"Then it's something else?"

"Yeah, something like that," Rainbow said dejectedly.

"We heard that Princess Celestia came by from the staff," said Shining. "Did she keep her promise? Did she tell you about what happened with Ray?"

Dusk answered when none of the others did. "She did, yes."

"Well then, what is it?"

"We um…" Dusk thought for a moment. "I don't think we'd prefer to discuss it right now. We're still adjusting to it ourselves."

"Yeah, I think I can see that," the captain nodded. "If that's how you feel, you can just tell us some other time or we can get it from Celestia."

"It's not just that though…" Twilight looked up. "Celestia, she… she said that she…"

"It's okay, Twilight," Cadence soothed. "Calm down, give yourself a minute and tell us when you're ready."

Twilight did so, taking a few deep breaths and wiping away her tears. Dusk did what he could, holding her gently and calming her down. Between the two of them, they managed to relay to Cadence and Shining what Celestia wanted to do with Ray.

"My goodness…" Cadence whispered. "I… I don't even know what to say."

Shining was different. "I don't know. I think I can see why she's doing it."

"Shining!" Cadence looked shocked. "How can you even say that?"

"Cadence, you remember what it was like, fighting that monster. We were just lucky we weren't all killed. At least this way, we'll have some warning about it and we can try and stop it," he reasoned.

"But at the cost of Ray's home, his friends? His freedom?"

"I didn't say I supported it entirely, but I do understand it." He sighed. "Anyway, it's no point debating it now. If Celestia's made her decision, there's not much else we can do."

"I suppose…" Cadence looked reluctant to drop the subject. "Anyway, there's another reason we came here. There's something we both want to ask you all."

"We've been discussing it, but we wanted to hear what you all thought as well," followed up Shining. "With all that's happened over the past few days, we're wondering if we should still follow through with the wedding."

"Well, there's no question of that!" Rarity said at once. "You two deserve to have your special day, especially since you've been through so much to see it happen. I'd already made the dress!"

"But why should we have any special treatment?" asked Cadence. "We aren't the only ones who've been through a lot and there are some who've lost far more than what we have."

"Don't get us wrong, we're still getting married. It's really just a question of when we want to do it now," added Shining.

"Awww, but I really wanted you to have it," sighed Pinkie. "It'd be nice to go to a wedding and have a good time."

"But would we have a good time, Pinkie?" asked Applejack. "Ah mean, we have been kinda at war for the past few days. Ah know ah wouldn't want ma weddin' ta happen right after ah got in a scuffle with somepony."

"I dunno, I think it would be kinda awesome," shrugged Rainbow. "I say go for it. Gimme at least till tomorrow and I can even give you that sonic rainboom you wanted."

"I wouldn't want you to be pushing yourself like that, Rainbow."

"Believe me, princess, it'll be good to get back in the air just to fly again."

"Ah still say it wouldn't sit right with me but ah gotta admit, ah wouldn't mind still doin' the food for ya neither."

"And I bet Fluttershy would be happy to provide her songbird choir too, right?" Pinkie asked brightly.

"I… I guess…" Her voice was barely a whisper and she retreated behind her hooves again.

Shining looked at his sister. "Well, what do you think, Twily? You are my best mare, after all."

Twilight thought for a moment. "If I'm honest, I can see where you're both coming from and why you're not sure about going through with this. A lot has happened recently, not really the kind of stuff that you'd want to bring to a wedding and that's not even taking the current relief efforts into account."

Dusk put in his thoughts. "Perhaps it would be best not to cancel it completely, like you said, but postpone it until a later date. You still love each other and you still want to get married. The fighting's over now, so you'll have plenty of time to try and set up a later date, especially once the aftermath has subsided."

Shining sighed. "You two both make good points."

"How does that sound to all of you?" asked Cadence. "Should we hold off on the wedding until another time?"

Looking at them all, Dusk could see that they looked like they were beginning to agree. Only Ray and Fluttershy seemed uninterested in the discussion. Even though he'd made the argument with Twilight, Dusk had to admit he was disappointed at having to make his point. It would have been nice for a wedding to come out of all of this, but he had to be honest.

Just when they were about to agree on it, it was one of the silent parties who spoke up.

"No." Though his tone was dead, there was a faintness of hope leaking into Ray's voice too. "No, I don't think you should hold off on it."

Shining watched him carefully. "Care to explain why?"

He lapsed into silence before speaking again. "You said we shouldn't have the wedding because of everything that's happened, right? I think that's exactly why we _should_ have it."

"What do you mean?" asked Cadence.

He looked up a little more. "Right now the mood is a bit dampened. Understandable. But it's exactly when things start to get dark and bleak that you should brighten things up. Pinkie, you understand that better than any of us."

"Sure do," she nodded.

"I don't want you all to keep being sad, not at a time like this. Not because of what's happened or because… because of me." His voice faltered before he resumed. "If… If I'm not gonna see any of you again, at least… you know, not for a while, then… I at least want to see you happy. That aside, this wedding… it would be a celebration. Not just for you two, but for everypony who fought and won against the changelings."

"Well said!" Rarity said. "Ray is right. The time for despair is over. We should celebrate!"

"Yeah. Sure would be nice after all that's gone down," agreed Applejack.

"I'm not a big fan of weddings or any of that sappy stuff, but yeah, let's go for it," said Rainbow.

"Maybe we could have a dedication in it too," suggested Twilight. "A tribute to those who… who couldn't be here to celebrate with us."

"I think that's a good idea," agreed Dusk. "We should celebrate, but we also can't forget those who made the ultimate sacrifice so we could have the celebration."

"It'll be kind of sad, but as long as we're all still happy, it'll be fine," said Pinkie hopefully.

"Yeah and I still gotta plan the bachelor party!" Spike looked momentarily confused. "I still gotta actually find out what that is."

Though she had her face in her hooves, Dusk could have sworn he saw a faint smile tug at the corners of Fluttershy's mouth.

Shining put his foreleg around Cadence. "Well, if that's what you all think, then I'm in too. What about you, dear?"

"I'm all for it. Like you said, not just for us, but for everypony," she echoed proudly. "They gave us the chance to have our special day. It's the least we can do."

As she said this, Dusk could see her eyes moving around the room. Following her gaze, Dusk could see why. Even with everypony talking about trying to be happy, it was too easy to see the lingering pain in their eyes. Especially Ray, whose half-inch of a smile was doing absolutely nothing to conceal his sadness.

"Could you all excuse me a minute?" Without waiting for an answer, she wriggled out of Shining's hold. "There's something I need to do."

Without even offering an explanation, she walked out of the ward and out into the corridor. A pony with purpose in her stride.


	28. What Must Be Done?

**What Must Be Done?**

Silence dominated their walk through the palace. Celestia knew that her younger sister was following her with the intent of pressing her point further. She didn't stop, she didn't slow down, and she didn't let her sibling catch up. She would only glance back every now and again and keep walking.

Luna didn't care. She kept following her elder. They made a silent agreement not to resume this until they arrived at somewhere private. While Celestia had made it clear that she didn't want to discuss the issue further, it seemed she was willing to give Luna the benefit of the doubt. After what she had kept from her, it was the least she could do.

Everypony else they saw on their way seemed to sense the hostile air between the royal sisters. They quickly moved to get out of their way, watching them warily until they passed. It was times like this they were reminded the princesses weren't all smiles and sunshine. They took their roles as leaders of Equestria very seriously and nowhere was that more prevalent than right now.

They soon arrived at their private quarters in higher parts of the castle. The guards either side of the door snapped to attention as Celestia strode into her room, her sister close behind. The latter closed the door and dismissed the guards. She didn't want anypony overhearing this. Once she made sure the door was locked, she turned to face her elder.

She stood in front of her window. The sun's rays glared down upon her, casting a shadow across her younger sibling. She barely even turned her head to look at Luna. Anypony else might have found such a sight to be intimidating. Not Luna. She stood her ground. She had her point and she was prepared to make it.

For a very long time, neither of them spoke. The only sounds were those from the city below, of repairs and relief.

When Celestia did speak, it was in a low voice. "I don't much appreciate your attempting to undermine my decisions, Luna."

"Unfortunate, since I'm the only one who can," she replied. "As I said, you're not the only one who wears a crown here."

"On this occasion, it would have been better if you had just let me do what I know is right."

She smirked. "You know that's never really been my way of doing things.

"Don't test me, sister," she warned.

"Or what? Will you send me to the moon again?"

Celestia faltered. "Luna, I didn't mean-"

"Although, it is quite fitting that I bring that up, considering what you've just forced upon Ray Strike."

She tensed. "This is nothing like that."

"It might as well be for what you've just condemned him to," she countered. "As benevolent as your reputation is, it surprises even me at how cruel you can be."

"It might seem harsh, but I have no choice," she insisted. "Like it or not, this must be done."

"Well, I don't like it and who is to say that it has to be done?"

"We are, because we're the only ones with the power to do so." She turned to look at her now. "You're no stranger to having to act for what you know is right, dear sister."

She froze. "That is not the issue here."

"Isn't it?" She gazed at her, the sun streaming in behind her. "You right there with me, at the Empire. You were there when Sombra had to be-"

"No!" At the mention of his name, she felt as if her heart were pierced. "Why? Why would you even mention him?!"

"Because I know how much it must have hurt you, Luna," she said gently. "I know the pain it put you through, how much you wished the responsibilities we have might be put upon another, just to spare yourself that pain."

The shadows seemed to coil around the Princess of the Night. "Do not presume to tell me what you think you know of what I went through that day, Celestia."

"I will, because I know how it feels." Her expression wasn't angry, but sympathetic. "The pain you felt that day, I felt every time I saw it in your eyes thereafter. I felt it when I had to imprison Brave, when I had to send you away, when I had to… I had to seal away that… that _monster _inside an innocent, undeserving child. I feel it now, even before I told him he has to be kept here…"

The mask of royal composure was gone now. This was the Celestia that few ever truly saw. The embodiment of eternity, of power… of regret. Her eyes shimmered as her features hardened, reflecting even further the ages she had seen, that had risen and fallen while she lived on. Never aging, never ending, never dying.

Luna knew. She was one of the few who did.

"What I do," she continued, "I do not because I wish to, but because I have to. For the good of our subjects, like I always have done."

She nodded slowly. "I am not disputing that, Celestia. But what I must ask… is it really necessary this time?"

"You know it is."

"He's just a pony, Celestia. A stallion who wants to live his life as he wishes to, just as anypony else would want."

"You wouldn't be saying that if you were there, Luna." Though her eyes were on her sister, they weren't focused anymore. "You never saw the destruction that I saw. You never saw the villages, towns, even cities that were reduced to rubble and dust, the mountains of bodies that piled in the wake of it, the lifeless, barren wastelands that used to be lush fields and rich forests. If you did, you would know what I know and that is that stallion… has the potential to wreak it again."

"No, not the stallion," said Luna firmly. "The Beast inside of him."

"Unfortunately, in this case, it is the same thing."

"And you forget, sister, that I have seen it now," she pressed on. "But at this moment, all that my eyes behold is a stallion, begging not to be ripped away from those he loves while you watch on. Does that remind you of anything?"

She flinched. "Luna… you know how much it pained me to do that to you."

"And you think you're the only one who suffered?"

"But it's not just you two that suffer, is it?" a new voice said. "And it's it not just you two who holds the title of princess now."

"Cadence!" Luna rounded on the younger alicorn. "How did you get in here?"

"Like I said, you're not the only two alicorns in the world anymore," she answered. "I might be as old or as wise as you two are, but I think I deserve a say in this, don't you?"

"My niece," Celestia began calmly, "I think you should listen to-"

"No, you listen, Celestia," she cut off. "For all you say about how much your decisions hurt you, you seem to forget that you're not the only ones involved. What you decide affects your subjects, our subjects, just as much as it affects you."

Even though Cadence was a princess, compared to Luna and Celestia, she was still in training. She still needed guidance in places and lessons to learn. Luna knew her elder was willing to tolerate arguments from a sibling, but not as much from one like Cadence.

That was evident in the authority she exerted now.

"Don't think I don't forget that, Cadence!" she snapped. "Don't think that it slips my mind, even for a second that the decisions I make are for the good of those we have responsibility over!"

"Then it's about time you hear what this one's done to some very important ones," replied Cadence bravely. "Do you know what happened after you passed your judgement? After you stripped that poor stallion of the only happiness he's ever had, Shining and I asked them if we should continue with our wedding, if it should even take place after what's happened."

"How is this-?!"

"And he said that it should." She let that sink in. "You see? Even after all of this, all that's happened to him, he still wants his friends to be happy. He still wants _us_ to be happy. Not only that, he wants to share in that happiness because, throughout his whole life, he's never had any. Not only has he been alone, but he has been rejected and hated by those around him too. No friends, no family, no one to support him. By himself, he's had to cope and struggle through life because of something that was forced upon him.

"But instead of succumbing to the misery, which almost every other pony would have done, he took his life into his own hooves and decided to try and make the most out of it, suffering all the while. Now, after all of that, he's finally found happiness for himself. He has a job, he has a home, he has friends, but even more than that. He has a family. He has all of that now. And you. You're going to take that away from him, for something that wasn't his fault."

"Cadence, it isn't-"

"No, it is. He never asked to have that monster put inside of him, never even had a choice! He can't be blamed for losing his temper with Chrysalis, any of us would have too! I know I would have! I understand that with his particular circumstances, that makes this even more dangerous, but its circumstances that he can't be blamed for. There's only one who he can blame for everything that's happened to him. And I'm standing right in front of her."

Luna was dumbstruck. Celestia was speechless, completely caught off-guard by this. Her niece had always looked up to her and to hear all of this coming from her must have been shocking. But the Princess of Love wasn't finished.

"I heard you, outside the door. I almost don't want to believe that it was you who put that… that thing inside of him. Not only that, but now you're here again, telling him you're just going to take away everything Ray has earned and worked for. You're punishing him for having a demon inside of him, when _you_ were the one who put it there in the first place." She shook her head and started to walk away. "You can go ahead and lock him up if you wish, but I have to say… between you and him, I think I can see who the real monster is."

Echoing her aunt's moves, Cadence left without even waiting for Celestia's response. Just as she reached the door, she glanced back.

"Just one last thing… about the wedding…" Her look hardened. "I don't think I want you presiding over the ceremony anymore. I think Luna would be better suited."

Luna's mouth fell open at this. "Dearest niece… why would you ask such a thing?"

Cadence paused. "Because I don't want my new life with Shining blessed by somepony who ruined another's."

She stepped out of the door, which even though it was closed normally, seemed to let out an echoing slam.

The Princess of the Sun stared after her for a long while before looking at her sister. She had her mouth open, but no words came out. The tears in her eyes were starting to brim over and trickle down her face. Luna still understood, she knew how difficult this must be. But it wasn't just her sibling who was going through a difficult time right now.

Neither of them said anything. Celestia tried to, but Luna just held her in her gaze. After hearing all of that though, Luna managed to think of one thing to say. For some reason, it seemed rather fitting.

"You have a lot to think about."

Then, she followed her niece and left her sister to the deafening silence of her own thoughts. Just as she closed the door, she could hear the quiet sobbing of the Princess within…

* * *

Despite the apparent fact that the wedding would take place soon after, it still took a few days to get everything in order. Much had been disrupted by the changeling's invasion, the original decorations and preparations included, so they had to spend some time ensuring that everything was as perfect as they could make it. It was nice to focus on something other than fighting.

They all committed themselves to their roles. Applejack maintained a positive attitude while working in the kitchens, the food just as delicious as ever, along with Pinkie in preparing the reception. Rarity's work on the wedding gown was as stunning as always, though she practically insisted on having Spike by her side, not that the dragon was complaining. Rainbow still had to get rest in-between practicing her sonic rainboom since she was still in recovery, a fact she wasn't entirely happy about. Dusk put even more effort into his display for their dance and was usually rewarded by a kiss from Twilight while she diligently performed her inspections.

Fluttershy was quite a concern, acting very distant in the wake of the aftermath. Most of her time was spent now in the same room as before, getting her bird choir ready for singing. She rarely ventured out and when she did, she would be alone in the gardens. She would always cover it up, but they could tell she had been crying. She wouldn't talk to them much, didn't stay for very long at meals. She even seemed reluctant to the company of animals from the garden, who had become more acclimatised to her presence.

It was more pleasant this time, at least. When Cadence came by to inspect their work, they took comfort that she was no longer the changeling queen, but the smiling, optimistic and kind princess she was meant to be. She was always appreciative of their work, even happy to join in with Pinkie while she pranced around like a little filly. She and Shining had been through a lot and they were determined to make their special day as special as they could.

But it wasn't quite the same anymore. They were all still friends, they were all still together, but they couldn't really ignore what the past few days had put them through. How could they? Not only had they become soldiers in a sense, more so than they had to before, but with this news of what one of their friends was…

It had been hard on all of them. Rarity was a little twitchier now which Spike helped to calm, Rainbow acting surlier, Applejack forcing a smile, Fluttershy was barely with them and Pinkie trying to keep them positive. Every night, Dusk was awakened by new nightmares, that diamond dog who fell off the side replaced by his friends or even Twilight. But she was there for him more than ever, rarely leaving his side. She comforted him and he was happy to return the favour. They spent as much time together as they could, the sharing of a bed practically a nightly occurrence.

Far from driving them apart, the events of the last few days had only made them closer. That lingering feeling Dusk had from their brief mental link was growing ever stronger and he knew she must be feeling it too. No matter what, they were determined never to be kept apart by that again. He didn't know if it was healthy, but at the same time, he didn't really care. He was just glad to have her back.

As for the others… they'd been through similar experiences before. They were strong together. They had each other and experiences they'd all shared in. They would recover. It would just take some time.

Fluttershy wasn't the only one they rarely saw. Apart from when she had to come out for necessary duties, Celestia never left her private quarters. Whenever she was with one of the others, they didn't seem to regard her with as much of the same reverence as before. Things were a lot colder with the princess, ironic when one thought about it. Even Dusk couldn't really look at her without remembering what she had brought upon one of his closest friends. He wasn't sure if he could forgive her for that. Not yet, anyway…

Then, there was Ray. He was being kept in a room in the castle. It was kept locked at all times, with guards posted at the door and an anti-teleportation spell placed upon the room. Throughout their busy schedules, they'd all put aside some time to see him. Everpony except Fluttershy. It was usually whenever he was mentioned that she would leave their company, barely excusing herself and tears welling up in her eyes. Even though there was a kind of fear whenever his name was mentioned, he was still their friend. They weren't going to abandon him.

It was Dusk who now stood at the door where Ray was being kept. The guards checked the contents of his saddlebag before confirming that he was okay to enter. He knocked.

"Ray? Ray, it's me." There was no response. "Can I come in?"

A whole minute passed in absolute silence. The only response he got was at the end of that minute, a yellow aura surrounding the door handle. It creaked open just an inch. Dusk pushed it open a little further, stepped inside and stood in the room.

At first glance, one never would have suspected that Ray was being kept prisoner. It was one of the castle's larger guest rooms, similar to the one Dusk had stayed in when he was training in Canterlot with Luna. It was large, with a small second floor complete with windows, reachable by a twisting set of stairs. A study area with a desk and paper was on the ground floor, along with rows of bookshelves, a sizable bed, a separate bathroom off to the side and a large round oak dining table in the centre of the room.

On one hoof, it was a very accommodating space. But at the same time, it looked more like a small house than a room, serving for somepony who needed more space for staying in one place. It served to drive home the fact that Ray wasn't going anywhere.

Somehow, in its own way, this seemed even crueller.

"Ray?" he called out. "Where are you?"

"Up here!" his voice from up on the inside balcony, next to the window. "Hey, Dusk! Sorry about that. I was... lost in thought. Didn't register the knocking at first."

"Don't worry, I understand perfectly." He opened his saddlebag and placed it on the table. "I brought you something just for... well, let's say old times."

"Really?" He teleported down next to him. "I'm surprised those guards out there let you bring anything in."

"They didn't seem to think there was anything wrong with this." He pulled out some bread and a jar of Zap Apple jam. "I thought it would be fitting, considering..."

Ray stared at the food for a few moments. His mouth cracked into a grin.

"Wow...haven't thought about that stuff for a while," he murmured. "First thing we did after officially becoming friends: eat some electric-tasting jelly. It's been a while...how do you still have any?"

"I thought it would be prudent to save some for a special occasion." He opened it and started to spread it on some bread. "Don't worry, Applejack told me that it could be as old as Equestria itself and still be good to eat."

"Heh...well, that's comforting to know. Thanks." Accepting a slice from Dusk, he started moving towards the stairs. "So Dusk...what brings you here to my new, not-so-humble abode this day?"

"I just wanted to stop by and see how you were... adjusting," he answered, following him. "How are you, by the way? I know it seems pointless asking but..."

The stallion stopped. He sighed deeply and was silent for a few more moments before responding.

"...fine, I guess. Fine as somepony like me can be, anyways. It's been... well, it hasn't been the most pleasant past few days, I can tell you that much," he said quietly.

"I wouldn't have imagined so. Believe me, I know..." He looked at him. "Has anything happened since... well...?"

Ray returned his look with a smile. "You mean has my good buddy Wrath been acting up at all? You don't have to be tentative about it, Dusk. Like I said, I've had him my whole life... after the first decade, it stops being a touchy subject, if you know what I mean."

"I'm sorry, I just thought... that kind of thing can't be easy to deal with. Even if you are, as you say, used to it," he added.

"You're right about that." He turned and continued up the stairs. "In answer to your question, he's been a little peeved about this whole turn of events, but hasn't tried anything. Apparently it's boring enough having to sit around in my head while I go about normal life. Now he really has nothing to do."

"I suppose he might have been a little dispirited too, since his bid for freedom was cut short," said Dusk, following him up.

Ray barked out a laugh. "Dispirited? Heck no! If anything, it's only made him more determined to find some way to get out and start destroying everything, starting with this city, seeing as how important it is to Celestia."

It was strange hearing how, even though there was a tone of fear in his voice, he spoke of it so casually.

"At least you can't fault him for his tenaciousness." He paused. "I can't imagine how you must feel, knowing what you know now about Celestia. I mean, I'm rather shocked myself but you..."

"Yeah…" Ray stopped in front of his window, staring out at the city. "Until a few days ago, I didn't know anything about why Wrath was in my head. Not a single detail. But, you know, he always did seem to have a particular dislike for Celestia, whenever she was mentioned... now I know why. And as for myself... I guess-"

He stopped himself and sighed again.

Dusk joined him at the window. "You don't have to talk about this, if you don't want to."

"It's not that...it's just..." A forlorn look clouded his eyes. "He showed me."

"Showed you?" Dusk thought about those words, the weight with which he said them. "You mean, when he was first sealed away?"

"I don't know, Dusk. Maybe. Just...after Celestia told us all of that stuff. You know, about the battle she mentioned?" he asked. "The one a long time ago, with Equestria teaming up against Wrath?" Dusk nodded. "Well... that night, after I got brought here... I went to sleep, as usual. But... I guess, now that I knew all of this, Wrath must've thought it'd be fun to let me see all of it myself. He showed it to me. All of it. His memories of that battle...and everything that happened..."

"Ray..." Sympathy for his friend welled up inside Dusk. "You don't deserve this. Nopony does..."

Ray, however, continued like he hadn't even heard him. "It was like a nightmare. I wanted to wake up... so many times...but he wouldn't let me. I saw everything... a whole forest set on fire... entire groups of ponies getting wiped out in hordes... nothing they did could stop him. They did everything, Dusk... things I didn't even know ponies could do. They were working together, trying their best... and he just crushed them. Each and every time. Like he wasn't even trying. And when they did somehow manage to hurt him... he just shrugged it off and came back... it was... just..."

He lapsed into silence, closing his eyes and hanging his head. Dusk could almost see the weight of the burden in his mind in this stance.

He placed a hoof on his friend's shoulder. "I know how it feels. Really, I do... and I'm so, so sorry."

His voice was quiet. "Dusk... this thing in my head... if it ever gets out again... I can't even imagine how much would be destroyed. At first, I didn't understand. I was too angry to make sense of any of it. But now that I've had time to think about it...and knowing exactly what it is that we're all dealing with...I can't believe I'm saying this, but...Celestia may have a point."

Dusk nodded slowly. "Honestly, I can see it too, but even so... is this really what it comes down to? Sacrificing everything you've earned, forced to leave it all behind...?"

"Apparently, it is." He looked up and took a bite out of his bread before sighing again. "I'm sorry, Dusk. This isn't exactly a fun conversation topic to be having on a friendly visit."

"Neither was the one you gave me concerning my... family issues." He tapped his head for emphasis. "Not pleasant, but unavoidable really."

He chuckled. "Yeah, well, you were being an antisocial emo little idiot at the time. Had to talk some sense into you."

"I think 'idiot' might be stretching it a little," said Dusk, echoing the laugh.

A smile tugged at his mouth. "I think 'idiot' is a light way of putting it. I'm sure Twilight would agree with me. I could think of a lot of other ways to refer to how you were acting back then."

"Can you honestly say you're not going through the same thing now? Even a little?" he asked in a more serious tone.

Ray continued to smile. "Well, the difference here is that I'm not trying to hide from my friends. I am being deliberately kept under lock and key, away from all of you. I'm also not feeling sorry for myself. I mean... well, that may be a lie. I'm not to the same extent as you were, anyways."

Dusk managed to return it. "Can you blame me for feeling sorry for myself? As hard as Wrath may be to live with, Doom wasn't exactly the most pleasant of individuals either."

"Yeah, I get it. Good thing I was around though, right?" he added brightly. "Pulled you out of that little funk of yours."

"It was indeed. I was thinking I might be able to return the favour, but you're doing a lot better than I was. Still largely useless as always." He smiled as he said this last part.

"I guess. It was a nice thought, tho-" He paused and spun to look at Dusk. "You are so lucky I don't have my pipe right now! That warrants a good solid whack upside the head! You know what, wait here. I'm gonna go see if any of those books are hard enough."

"And get beaten by me again?" He levitated off his hat and cast a spell on it as Ray walked off. "Do you really want that?"

"Oh no, I'm not gonna fight you! You crazy? I'm just gonna hit you really, really hard with something blunt. I'm...wait a second." His eyes narrowed. "Were you messing with me?"

He smirked. "It's just possible."

He suddenly grinned widely. "Wow... Dusk, of all ponies... messing around with the guy who's got a demon living in his head. How the times have changed." He returned to the window. "Wasn't all that long ago, it feels like, when you kept inadvertently insulting yourself at every turn."

"I suppose that's another funk you snapped me out of. Speaking of which..."

He took the moment to hit Ray with his hardened hat. There was a resounding 'clonk' from the impact.

"OWW! Geez, what the...WHY?!" He clutched his head, still smiling mildly.

"Simple. You would strike me whenever I held myself in low self-esteem. Now that I hold myself in a higher regard, I see fit to return the favour, just so you know what an impact you had on me," he explained. "Quite literally, as it happens."

Ray looked at Dusk for a bit, before getting up and wrapping a friendly hoof around his shoulder.

"What're friends for? It's good to know I had a positive impact on somepony's life." He paused. "I think it was positive. Was it positive?"

"Most decidedly indeed," replied Dusk, placing the hat on Ray's head.

He looked at it and ruffled Dusk's mane a little. "Right... thank you. For the hat especially."

"You're welcome. I'm going to want that back though," he added.

"Figured you would." He smiled before casting his gaze back out over Canterlot. "So then...I take it the wedding preparations are going smoothly?"

Dusk nodded. "Just about everything is prepared, yes. It's on tomorrow and we're all ready."

"Nice. The bride and groom all set to go?"

"That and more, I would say. They're really grateful to you for saying that it should go ahead."

"Yeah, well..." He looked down again. "I didn't want all of you should have to be stuck feeling bad about everything that's happened. It's bad enough just having to deal with it myself. The rest of you should at least try and be happy. Speaking of the others, how are they doing?"

"About as well as can be expected," he replied. "I think the recent events have... affected them a little more than others. Surely you've seen it too?"

"Yeah...they've been visiting too, as I'm sure you already know. It's interesting, to say the least. Oh yeah..." He chuckled for a few moments. "You should have seen Rainbow when she came to visit. A little bit of hostility at first, which I do not blame her for. After all, this is... what, the second friend she's had who's got a psychopathic tenant in his head? Yeah... anyways, it was a little rocky at first, but once she figured out that I wasn't gonna do anything, she warmed up. And _man_, did she have some things to say to Wrath. I mean, they didn't talk directly, of course, but that didn't stop her from verbally attacking him, since he could still hear her. Would've been funny at the time if my head hadn't hurt so much afterward."

"I imagine it would have. Twilight tells me that she tried some spells that were meant to soothe your mind, like what she used on me when I was recovering from Doom," he mentioned.

Yeah, she did," he confirmed. "And they worked, too. Well, the first few didn't. I mean, they worked on me, but not on him. One of those spells actually put him right to sleep, believe it or not. Except he woke up a few minutes later, very upset. He's actually asleep right now, for the record. That's why he isn't doing anything in response to all of this talk about him." He frowned thoughtfully. "You know, I'm surprised you didn't come in with Twilight."

"She has some last minute checks to look over before the wedding. She did me first so I could come and visit you afterwards." He cocked an eyebrow. "Why did you think I'd come with her?"

"Uh...because you're both together and all that?" he said obviously. "I meant I'm surprised you didn't come in with her when she came to visit, not now. That aside, I've noticed something about you two. You seem... awfully closer than you did before all of this. And I'm saying more than what's usual for couples who've just been reunited."

"I'll be honest, I never really thought about it..." Now it was his turn to think. "I suppose we've just been through a lot more than what you would call usual couples."

"True that. Still, at least it's all over now. I hope it is, anyways." He fell silent for a bit. "So yeah...the others have all come by too. Rarity and Spike came in together... not a surprise at all, really. I think Spike's main goal was to protect Rarity or something... took about an hour of not trying to attack them before he loosened up. Rarity was really pleasant, though. Surprisingly, given what's happened. I would've thought she'd be this way and that with her dramatic attitude, but... she was sympathetic. And attentive. A far cry from the snob I always thought she was."

"I can't blame him for that, really. As for Rarity, she might act snobbish at times, but there's a lot more to her than that." Dusk smiled at the thought of her. "Even I don't have her quite figured out at times."

"At first I would have raised an eyebrow and questioned your logic, but now... yeah, I have to agree with you. She's nicer than I thought. How must it be for her though?" he asked. "At first, she probably felt that I was a rude, roughhousing animal with no place in modern society. Then her opinion of me changed... and then she finds out about this." He pointed to his head. "Probably didn't help my standing."

"I think having previous experience helped," said Dusk, echoing his gesture.

"Maybe, but from what I know, she liked you right from the get-go, didn't she?"

"Mostly, except for when I got her mane covered in dust. Accident, by the way," he put in quickly in answer to Ray's smirk. "I think she likes you more than you might think."

"I know she does." His smirk became a smile. "It's weird, our relationship... but that makes it all the more meaningful. However cheesy that sounds." He laughed to himself at the last part. "Alright, who else..? Oh yeah, AJ and Pinkie also came in together yesterday. I was a bit confused, but it turns out they both baked me a cake! That was a surprise... though still a pleasant one."

"The best surprises usually are, especially considering those two. How was it?"

"Well, it was a collaborative effort between Pinkie, a baker of all things sweet, and Applejack, an expert on all things apple-related," he noted. "How was the cake? Simply put, absolutely delicious. We all ate some of it together, but they left most of it for me... which may have lasted about five minutes, if my estimation is correct. The actual eating of the cake was kinda blurry, I admit. I think I may have just scarfed the whole thing down after they left.

"But anywho...yeah, they made a cake for me, which was nice. And we talked. Pinkie was her usual fun, party-crazed self, despite everything that's happened. Good to see that some things never change. She didn't have her party cannon though...which I felt I had to apologize for."

Dusk shrugged. "Well, the guards are on orders not to allow any prohibited items in here. I would think weaponry would rank up there."

"Not that that would stop Pinkie... no, when I asked about it, she told me that I... kinda destroyed it in that fight you all had with me. So yeah. She says it's okay though. Apparently she has a couple dozen more back in Ponyville."

He laughed. "That does sound like the sort of thing she'd do."

"Keep a ton of extra cannons in reserve? Yeah, that only slightly surprised me when I heard it. And AJ... it was a bit strange. When she walked, she had a bit of a limp because of those burns... she's tough, I know, and she was trying to hide it, but it was there. Still... I can't help feeling bad about it."

I don't blame you at all, but it wasn't your fault. She knows it and I know it," repeated Dusk.

"I know. And she said as much too. She doesn't blame me for it at all, which is... more of a relief than anything. It helped that Pinkie was there to brighten the mood. I don't know how I would've handled it otherwise. She's my boss, after all. Or... former boss, anyways," he said, with a tone of regret.

"More friend than boss though, I should think," said Dusk positively.

"Well yeah, friend came first... which, if I'm honest, may be why I wasn't fired on numerous occasions…" He rubbed his head sheepishly. "But still. It was nice that she didn't hold it against me."

"Of course she wouldn't."

"Yeah... she wouldn't…" He lapsed into silence again.

He furrowed his brow for a few moments and bit his lip, as though mentally debating with himself over something. When Dusk was about to ask, he resumed.

"Dusk... what about Fluttershy? She hasn't been by at all... and the others don't really mention her. Is she... is she alright?" he asked fearfully.

Dusk looked away. He'd dreaded when the conversation would arrive at this. The girls hadn't mentioned Fluttershy, because they didn't want Ray being more hurt than he already was. But Dusk couldn't lie to him. He had to be honest.

He did his best to look him in the eye. "I'll be honest with you, Ray... she's not doing great."

"What... what do you mean?"

"She's just been... distant," he answered. "A lot more than usual. She doesn't stay long with us, barely says a word when she is, she shuts herself away with her birds... she won't talk to us about it but..."

Ray didn't reply. Not at first. He shut his eyes and turned his head. His gaze was back on Canterlot again. Even then, Dusk could see the pain lingering in his eyes.

"It's… because of… of me?"

"I think so..." Dusk said, nodding slowly.

He kept staring before he shut his eyes again. "Damn it..."

He walked away slowly from the window toward the edge of the inner balcony, before stopping and looking solemnly at Dusk.

"Dusk... I'm sorry. I'm... so sorry. I wish I could've told all of you sooner... there were times when I wanted to, but... I just..." He looked away. "I didn't want you all to find out like this..."

Dusk tried to comfort him. "You had that seal, Ray. It's not like you could speak freely and like I said, I know exactly how hard it is to talk about something like this."

"I know all of that, Dusk!" he snapped. "I know it wasn't my fault, I know I had no choice, and I know that you and I...I know! But that doesn't change anything..."

"What do you mean? Of course it-"

"No, it doesn't," he said sharply. "I still feel like I should have tried something... even if I couldn't talk about it, there were probably dozens of ways I could've still gotten around that and told all of you... I just gave up."

"Ray, I-"

"And now..." he went on. "Now… even if I did go back to Ponyville, it's not like things would ever be the same...not like with you, Dusk."

There was no denying the bitterness, even resentment that was in his voice. Dusk didn't know quite what it was that drove him to ask his next question, but he was certain it was partly to do with hearing the tone of defeat in his voice.

"So... that's it? Even if you had the chance, you would just give up?"

He rounded on Dusk angrily. "Of course not! If I had the choice, I'd jump on that train with the rest of you back to Ponyville in a heartbeat! But I'm smart enough to see that the others don't think of me the same way they used to. I can see it in their eyes...whenever they see me. It's in your eyes too, Dusk."

"I'm not-"

"Don't even try lying to me, Dusk," he warned. "I can tell these sorts of things and you're a crappy liar anyway. Even now, you're scared. You're all scared. No matter what you may say, you can't hide that. Even if I were to go back to Ponyville... can you honestly say, from your heart, with complete truth, that things would be the same?"

Dusk opened his mouth, but he couldn't answer. How could he? Grim conviction settled in Ray's eyes.

He knew the answer to that question already, Dusk suspected. It wasn't just his new home and friends that he'd lost. For once, he'd been able to forget about his burden and actually enjoy life, make a name for himself and have friends. Now, that had all been shattered and it didn't look like it was ever coming back. He might even end up alone again.

Dusk knew. He had been through it too. Ray hadn't let him lose hope and he would be damned if he wasn't going to do the same.

"I never said they would be," he began. "But I'll tell you one thing that hasn't changed. They haven't abandoned you. None of us have. Despite our fear, our knowledge of this, we're still here for you and we're going to help you cope with this. We're more afraid of things we don't understand and now we're beginning to, we're willing to. We might be afraid... but we don't run from our fears. We face them. Together."

Ray held Dusk in his gaze for a few, long seconds. Something changed in Ray's eyes, but his lids covered them again. Silently, he turned away from him and stared off into the distance for about a minute.

Dusk was concerned and started forward. Did he not believe him? Was it too late? Was there anything else he could say?

The answer came when he suddenly turned toward Dusk and embraced him. He could feel his chest rising and falling erratically as cried slightly.

"Dusk...thank you. You know that...you're my best friend?"

Dusk had tensed from surprise of the gesture, but he returned it. "You might have mentioned it. You're... you're mine too, Ray."

"Yeah... I mean that... thank you." He chuckled slightly. "Also, because I detect a vague hint of shock at the fact that I'm hugging you... this is a bro-hug we are doing. Got it?"

Dusk chuckled too. "And I seem to detect that you appear to be shedding a few tears."

"Oh, that...uh, that's just..." He pulled away and attempted to wipe away at his eyes. "I'm... uh... darn it, this is a very touching moment for me, okay? I have emotions too, you know?!"

"Really? I never would have guessed."

"I… gah, I can't tell with you anymore!" he yelled in mock frustration. "It was fun back when_ I_ was the one messing with _you_! Ugh... come on, let's just go eat that jam you brought. Don't want negative topics to ruin the visit..."

"Very true. And Ray... about Fluttershy." He offered him a reassuring smile. "Give her time. Just remember, it's not you we're afraid of."

"I know that. But still…" He stopped on his way to the staircase and looked back at Dusk. "Next time you see her... could you tell her that I'm sorry? And let her know that... among all of you... I wanted to tell her the most."

He smiled and nodded in understanding. "I would be happy to."

He shared it. "Thanks. Now then, let's get back to eating, shall we? What else is going on?"

So, Dusk sat with Ray. They talked, as if nothing had even happened. Perhaps it was because, like Ray said, they were both ponies with aggressive upstairs tenants in their heads. For Dusk, it was more of a former case, but it meant that he could understand what Ray was going through a lot better than most.

Curiously, he found himself wondering what would happen if Doom were pitted against Wrath. He couldn't help but laugh a little at the thought of his darker side being crushed underfoot by the beast.


End file.
